^  N  V\  ^    ^  \ 


"i  -^ 


BV  765  .R6  1896 

Roberts,  William  Henry, 

1844-1920, 
Laws  relating  to  religious 

corDorations 


LAWS 


RELATING  TO 


Religious  Corporations 


BEING  A  COLLECTION  OF  THE  GENERAL    STATUTES    OF  THE  SEVERAL 

STATES    AND     TERRITORIES    FOR     THE     INCORPORATION    AND 

MANAGEMENT     OF     CHURCHES,    RELIGIOUS     SOCIETIES, 

PRESBYTERIES,  SYNODS,  ETC.,  WITH  REFERENCES 

TO     SPECIAL    LEGISLATION    PERTAINING 

TO  DENOMINATIONAL  CHURCHES. 


BY 
WM.  HENRY  ROBERTS,  D.D.,  LL.D. 


Philadelphia  : 
Presbyterian  Board  of  Publication 

AND  SaBBATH-SCHOOL  WORK. 

1896. 


Copyright,  1896,  by 
the  trustees  of  the  presbyterian  board 
of  publication  and  sabbath- 
SCHOOL  WORK. 


PREFACE. 


The  General  Assembly  of  the  Presbyterian  Church  in  the 
United  States  of  America,  in  the  year  1892,  received  over- 
tures from  thirty-two  Presbyteries  asking  "that  some  proper 
inquiry  be  made  into  the  generally  prevalent  methods  of  man- 
aging the  temporal  affairs  of  our  churches  by  means  of  Boards 
of  Trustees,  and  that  if  these  methods  are  found  to  be  defective 
or  injurious,  that  some  means  shall  be  taken  to  amend  them." 
The  General  Assembly  thereupon  appointed  a  Committee  to 
take  into  consideration  the  whole  subject  of  Church  Temporal- 
ities. The  Committee  was  constituted  as  follows  :  Ministers — 
John  Fox,  D.D.,  William  S.  Fulton,  D.D. ;  Ruling  Elders— Hon. 
Thomas  Ewing,  Hon.  John  W.  Foster,  and  Silas  B.  Brownell, 
Esq.  To  this  Committee  the  Rev.  Willis  G.  Craig,  D.D., 
LL.D.,  and  the  Hon.  David  Wills  were  added  in  1893,  and  on 
the  decease  of  the  latter  gentleman  in  1895,  William  M.  Lan- 
ning,  Esq.,  was  appointed  in  his  place.  In  the  year  1893,  the 
Committee  reported  to  the  General  Assembly,  among  other 
things,  that  it  was  "  embarrassed  by  the  fact  that  there  never 
had  been  any  satisfactory  collation  of  the  various  State  laws 
bearing  on  the  matter "  referred  to  them.  The  General  As- 
sembly therefore  empowered  the  Committee  '  *  to  have  made  a 
satisfactory  collation  and  digest  of  the  laws  of  the  various 
States  connected  with  the  management  of  church  property." 
In  1894,  the  Committee  reported  that  the  work  of  compiling 
these  laws  had  been  completed,  and  that  inasmuch  as  its 
preparation  "  required  far  more  time  and  labor  than  any  of  the 
members  of  the  Committee  could  give,"  it  had  been  entrusted 
to  the  Stated  Clerk  of  the  Assembly.  In  addition  they  stated, 
* '  that  it  would  serve  many  useful  purposes,  both  to  them  and 
to  the  Church  at  large,  to  have  this  material  in  print  and  acces- 
sible to  all.  Future  discussion  of  the  subject  would  be  much 
easier  in  the  light  of  the  facts  thus  brought  out,  and  many 
Sessions,  Trustees  and  congregations  would  be  convenienced 
by  being  able  to  turn  easily  to  the  law  governing  their  action." 
The  Assembly  of  1894,  therefore,  directed  the  Board  of  Publi- 

(iii) 


iv  Religious  Corporations. 

cation  to  publish  the  collection  of  laws.  In  1895  the  Commit- 
tee reported  that  "  the  compilation  was  found  to  need  revision 
in  order  to  make  it  thoroughly  accurate,  inasmuch  as  fourteen 
of  the  States  and  Territories  had  issued  revised  editions  of 
their  Statute  Laws  since  the  work  of  compilation  was  begun." 
In  connection  with  this  work  of  revision,  it  is  proper  to  state, 
that  great  care  has  been  exercised  in  the  examination  and 
reexamination  of  the  Compiled  Statutes,  and  of  the  Annual 
Statutes  of  the  States  and  Territories,  up  to  and  including  1895. 
The  new  laws  of  the  States  of  New  York,  Montana,  Rhode 
Island,  etc. ,  will  be  found  in  their  proper  places. 

The  work  is  restricted  as  to  its  contents  to  such  laws  as 
have  relation  to  religious  corporations  connected  with  Presby- 
terian churches.  Many  of  these  laws,  of  course,  apply  to 
churches  in  other  Christian  denominations,  and  the  work  is 
therefore  of  value  to  these  latter  to  a  large  extent.  The  in- 
clusion of  the  special  laws  affecting  particular  denominations, 
however,  would  have  increased  largely  the  size  of  the  book,  and 
therefore,  the  author,  with  the  consent  of  the  Committee,  con- 
fined himself  to  references  to  such  laws,  showing  under  each 
State  where  in  the  Collections  of  Statutes  they  can  be  found. 
[See,  for  instance,  Illinois,  p.  91.] 

Wherever  necessary,  as  for  instance  in  Arkansas,  Califor- 
nia, Pennsylvania  and  New  York,  the  general  corporation  laws 
are  given,  so  far  as  they  appear  to  have  bearing  upon  church 
organizations.  These  general  laws  have  not  as  a  rule  been 
quoted  in  prior  works  of  this  character.  The  compiler,  after 
consultation  with  distinguished  legal  gentlemen,  both  members 
.of  the  Committee  and  others,  came  to  the  conclusion  that  it 
was  best  to  include  these  laws,  leaving  the  question  of  applica- 
bility where  it  belongs,  with  the  legal  profession  and  the 
courts.  The  decisions  of  courts  are  not  included  in  the  work, 
but  are  referred  to  briefly  and  concisely  in  the  Introduction. 
Their  great  number  and  variety  made  it  inadvisable  to  increase 
the  size  of  the  volume  by  including  them. 

A  list  of  the  authorities  consulted  in  the  preparation  of  the 
work  will  be  found  immediately  preceding  the  table  of  con- 
tents. The  statutes  dealing  with  the  taxation  or  exemption 
from  taxation  of  church  property  are  for  convenience  placed 
by  themselves  at  the  end.  The  Introduction  deals  concisely 
with  matters  of  general  interest,  such  as  the  relations  of 
churches  and  religious  corporations,  and  of  spiritual  officers 
■and  trustees. 


Preface.  v 

The  author  desires  to  acknowledge  the  kindness  of  the 
authorities  and  the  Librarian  of  the  Philadelphia  Law  Library, 
in  giving  him  access  to  the  admirable  collection  of  Statute  Laws 
there  to  be  found.  Thanks  are  also  due  to  the  officers  of  the 
Board  of  Publication  and  Sabbath-school  Work  for  their  effi- 
cient and  cordial  cooperation,  to  the  Assembly's  Committee 
on  Church  Temporalities  for  many  courtesies,  and  especially 
to  those  members  of  the  legal  profession  who  have  mate- 
rially aided  in  the  work  by  invaluable  advice. 

The  fact  is  to  be  specially  emphasized  that  this  volume  is 
not  intended  to  be  used  as  a  substitute  for  skilled  legal  counsel. 
As  a  source  of  information  it  has  value,  but  it  is  imperative 
that  every  church,  prior  to  and  after  incorporation,  should  se- 
cure in  all  matters  affecting  property  interests,  the  aid  of  the 
best  legal  talent  available. 

Wm.  Henry  Roberts. 


CONTENTS. 


.     XVI 

xviii 
xxiii 


Introduction  .  .  f  .  •  •  •  '^'i 
Church  and  State  .  .  .  .  vii 
Churches  and  ReUgious 

Corporations ^'^ 

Corporations    and    their 

Charters ^' 

Church    Property  —  Modes 

of  Holding xiii 

Church    Properly— Judicial 

Decisions ^^^ 

Trustees  and  Spiritual  Offi- 
cers   

List  of  PubUcadons  .  . 
Syllabus  of  Laws  .  .  • 
Text  of  Laws : 

Alabama ^ 

Alaska 4  ' 

Arizona 5 

Arkansas i° 

California ^3 

Colorado 26 

Connecticut 34 

Delaware 45 

District  of  Columbia  ...     56 

Florida 61 

Georgia 65 

Idaho 75 

Illinois 87 

Indian  Territory    ....     91 

Indiana 9^ 

Iowa 105 

Kansas 112 

Kentucky 120 

Louisiana 125 

Maine ■  ^32 


Text  of  Laws : 

Maryland I45 

Massachusetts 158 

Michigan 181 

Minnesota 211 

Mississippi 235 

Missouri 240 

Montana 252 

Nebraska 267 

Nevada 279 

New  Hampshire    ....  282 

New  Jersey 295 

New  Mexico 325 

New  York    ....     333,  575 

North  Carolina 376 

North  Dakota 384 

Ohio 400 

Oklahoma 417 

Oregon 43" 

Pennsylvania 437 

Rhode  Island 465 

South  Carolina      .     .     .     -471 

South  Dakota 475 

Tennessee 478 

Texas 486 

Utah 495 

Vermont 5^3 

Virginia 5^2 

Washington 5^7 

West  Virginia 526 

Wisconsin 53° 

Wyoming 54^ 

Taxation 555 

Disturbance  of  Worship  .     .     -574 

Index 581 

(vi) 


INTRODUCTION. 


There  are  certain  matters  connected  with  the  relations  of 
Church  and  State  in  the  United  States  of  America;  the  rela- 
tions of  churches  to  the  corporations  which  hold  their  property ; 
the  organization  of  religious  corporations;  the  decisions  of  ju- 
dicial courts  as  to  rights  in  church  property ;  and  the  relations 
of  spiritual  officers  of  a  church  to  the  Trustees;  which  rec{uire 
at  least  partial  statement  and  explanation,  in  order  to  clear 
understanding  of  the  statutes  contained  in  this  volume,  and  to 
compliance  with  their  provisions  on  the  part  of  church  authori- 
ties. This  Introduction  deals  with  such  matters  consecutively 
and  concisely,  so  far  as  deemed  necessary,  having  in  view 
chiefly  Presbyterian  churches,  and  with  repetition  of  the  advice 
given,  at  the  close  of  the  Preface,  that  upon  all  questions  in- 
volving the  organization  and  management  of  religious  corpora- 
tions and  the  rights  of  church  property,  care  be  taken  by 
church  officials  to  secure  the  best  legal  counsel  attainable. 

The  first  topic  to  be  considered  is  that  of 

THE  RELATIONS  OF  CHURCH  AND    STATE. 

The  National  and  State  Governments  of  the  United  States 
of  America,  in  so  far  as  the  rights  of  their  citizens  in  matters  of 
religion  are  concerned,  are  organized  upon  that  fundamental 
principle  of  American  Protestantism,  "A  free  Church  in  a 
free  State."  The  great  principle  thus  stated,  finds  expression 
by  the  insertion  of  provisions  bearing  upon  religious  freedom 
in  the  National  and  State  Constitutions.  Article  I  of  Amend- 
ments to  the  National  Constitution  contains  the  provision, 
"  Congress  shall  make  no  laws  respecting  the  establishment  of 
religion,  or  prohibiting  the  free  exercise  thereof."  This  pro- 
vision is  not  to  be  understood  as  negativing  the  fact  that  the 
American  nation  is  a  Christian  nation,  but  simpl}'  forbids  the 
tmion  of  Church  and  State,  and  interference  by  the  State  with 
the  rights  of  conscience  in  matters  of  religion.  In  harmony 
with  its  requirements  religious  liberty  is  acknowledged,  in  one 
way  or  another,  as  the  indefeasible  right  of  man,  in   the  Con- 

(vii) 


viii  Religious  Corporations. 

stitutions  of  all  the  States.  To  give  in  detail  the  legal  provi- 
sions of  these  Constitutions  bearing  upon  religious  freedom,  is 
beyond  the  scope  of  this  work.  In  general,  however,  it  can  be 
said,  that  the  great  majority  of  the  States  enact  in. their  funda- 
mental law  that  every  man  may  worship  God  according  to  the 
dictates  of  his  own  conscience ;  that  no  man  can  be  compelled, 
against  his  consent,  to  support  or  attend  any  church ;  and  that 
no  preference  shall  be  shown  to  any  one  sect.  Twenty  States 
enact  that  no  human  authority  or  law  ought,  in  any  case  what- 
ever, to  control  or  interfere  with  the  rights  of  conscience  in 
matters  of  religion;  twenty-two  States,  that  no  religious  test 
shall  be  required  for  any  public  trust ;  seventeen  States,  that 
no  money  shall  be  taken  from  the  public  treasury  in  aid  of  any 
church,  sect,  or  sectarian  institution ;  and  at  least  seven  States 
that  no  money  shall  be  taken  for  the  purpose  last  named  from 
any  municipal  corporation.  A  number  of  these  constitutional 
provisions  are  printed  for  information  in  this  volume,  under 
the  names  of  certain  of  the  States,  such  as  Maine  and  Utah. 
The  limitations  connected  with  these  constitutional  provisions 
for  the  maintenance  of  religious  liberty,  and  the  separation  of 
Church  and  State,  are  as  follows  :  in  fourteen  States  they  are 
not  to  be  used  as  excuses  for  acts  of  licentiousness  or  to  justify 
practices  inconsistent  with  the  peace  and  safety  of  the  State;  in 
four  States  they  are  not  to  excuse  disturbance  of  the  public 
peace;  and  in  three  States  they  are  not  to  justify  practices  in- 
consistent with  the  rights  of  others. 

The  only  State  whose  Constitution  appears  to  favor  State 
aid  in  connection  with  religious  worship  is  that  of  New  Hamp- 
shire. In  1 89 1  an  amendment  altering  the  Constitution  in  this 
respect  was  submitted  to  the  people  and  defeated,  so  that  in 
that  wState  the  Legislature  is  still  empowered  to  authorize  the 
towns  and  parishes  to  make  adequate  provision  at  their  own 
expense,  for  the  support  and  maintenance  of  "  Protestant  pub- 
lic teachers  of  piety,  religion  and  morality."  Provisions  some- 
what similar  in  the  Constitutions  of  certain  other  of  the  States 
were  many  years  past  stricken  out.  The  general  trend  of 
events  in  the  United  States  has  been  increasingly  in  the  line 
of  absolute  religious  liberty,  and  total  separation  between 
Church  and  State,  as  set  forth  in  a  decision  of  the  United 
States  Supreme  Court  as  follows:  "In  this  country  the  full 
and  free  right  to  entertain  any  religious  belief,  to  practice  any 
religious  principle,  and  to  teach  any  religious  doctrine  which 
does  not  violate  the  laws  of  morality  and  property,  and  which 


Introduction.  ix 

does  not  infringe  personal  rights,  is  conceded  to  all.  The  law 
knows  no  heresy,  and  is  committed  to  the  support  of  no  dogmas, 
the  establishment  of  no  sect." 

It  is  of  interest  to  note,  in  this  connection,  that  as  early  as 
1729,  the  American  Presbyterian  Church  took  decided  position 
in  favor  of  the  largest  religious  liberty,  and  that  at  a  time,  when 
even  in  New  England,  Church  and  State  were  to  a  certain  ex- 
tent united.  That  position  was  given,  in  1788,  definite  expres- 
sion in  the  following  words:  "Civil  magistrates  may  not  as- 
sume to  themselves  the  administration  of  the  word  and  sacra- 
ments; or  the  power  of  the  keys  of  the  kingdom  of  heaven,  or 
in  the  least  interfere  in  matters  of  faith.  Yet  as  niirsing 
fathers,  it  is  the  duty  of  civil  magistrates  to  protect  the  church 
of  our  common  Lord,  without  giving  the  preference  to  any  de- 
nomination of  Christians  above  the  rest,  in  such  a  manner, 
that  all  ecclesiastical  persons  whatever  shall  enjoy  the  full,  free, 
and  unquestioned  liberty  of  discharging  every  part  of  their 
sacred  functions,  without  violence  or  danger.  And  as  Jesus 
Christ  hath  appointed  a  regular  government  and  discipline  in 
his  church,  no  law  of  any  commonwealth  should  interfere  with, 
let,  or  hinder,  the  due  exercise  thereof,  among  the  voluntary 
members  of  any  denomination  of  Christians,  according  to  their 
own  profession  and  belief.  It  is  the  duty  of  civil  magistrates 
to  protect  the  person  and  good  name  of  all  their  people,  in 
such  an  effectual  manner  as  that  no  person  be  suffered,  either 
upon  pretence  of  religion  or  of  infidelity,  to  offer  an  indignity, 
violence,  abuse,  or  injury  to  any  other  person  whatsoever;  and 
to  take  order,  that  all  religious  and  ecclesiastical  assemblies  be 
held  without  molestation  or  disturbance."  (Confession  of 
Faith,  Ch.  XXIII,  §  3.)  No  churches  have  maintained  so 
long  and  so  resolutely  untrammeled  religious  liberty,  as  those 
churches  in  the  Republic  which  are  known  by  the  common 
names  of  Presbyterian  and  Reformed. 

CHURCHES  AND  RELIGIOUS  CORPORATIONS. 

1.  Definition  of  church.— A  particular  church,  accord- 
ing to  the  Presbyterian  Form  of  Government,  Chap.  II,  §  4, 
"  consists  of  a  number  of  professing  Christians,  with  their  off- 
spring, voluntarily  associated  together  for  divine  worship  and 
godly  living,  agreeably  to  the  Holy  Scriptures,  and  submitting 
to  a  certain  form  of  government." 

2.  Constituent  elements  of  a  church.— The  ecclesias- 


X  Religious  Corporations. 

tical  body  commonly  known  as  the  church  is  not  composed  ex- 
chisively  of  the  persons  named  in  the  foregoing  definition ;  but 
includes  in  addition  to  the  communicant  members,  non-com- 
municants, who  regularly  attend  the  services  and  aid  in  sup- 
porting the  church.  In  the  Presbyterian,  as  in  many  other 
denominations,  persons  who  are  non-commxunicants  and  who 
contribute  regularly  in  some  manner  for  the  support  of  a 
church,  are  entitled  to  participate  in  the  election  of  pastors,  and 
their  rights  in  the  election  of  trustees  are  secured  by  the  civil 
law.  It  is  important,  therefore,  that  these  two  constituent  ele- 
ments of  the  church  should  be  held  clearly  in  view  in  preparing 
articles  of  association,  charters,  and  by-laws.  Provisions  should 
be  inserted  in  one  of  these  latter  instruments,  containing  a  de- 
tailed statement  of  the  rights  both  of  communicants  and  non- 
communicants;  and  also  for  the  exclusion  froin  the  body  of 
electors,  of  persons  who  do  not  contribute  regularly  for  church 
support,  provided  the  laws  of  the  State  permit  such  exclusion. 

3.  Church  distinct  from  the  corporation. — The  church, 
primarily,  is  an  ecclesiastical  or  spiritual  body,  and  as  such 
spiritual  body  it  is  not  incorporated,  and  does  not  manage  the 
temporalities.  On  the  other  hand,  the  corporation^  which  de- 
rives its  existence  from  the  civil  power,  has  nothing  to  do  with 
the  church  as  a  spiritual  body.  It  cannot  alter  the  church 
faith,  cannot  receive  or  expel  church  members,  and  it  cannot 
prevent  the  church  receiving  or  expelling  whomsoever  that 
body  shall  see  fit  to  receive  or  expel.  Its  sole  function  is  to 
hold  the  title  to  and  manage  the  temporalities  for  the  uses  of 
the  spiritual  body.      See,  also,  p.  xvii, 

4.  Personnel  of  the  corporation. — The  personnel  of 
any  particular  church  corporation  depends  upon  the  law  of 
the  particular  State  in  which  the  corporation  exists.  In  man)^ 
States  it  includes  all  the  members  of  the  ecclesiastical  body,  in 
others  it  is  composed  of  trustees  elected  by  the  church,  and  in 
a  few  it  may  consist  of  a  single  person.  In  certain  States  Dea- 
cons or  Elders  may  be  chosen  as  Trustees.      See  Index. 

5.  Religious  societies  in  New  England. — The  laws  re- 
lating to  religious  societies  in  New  England  are  peculiar  in 
some  of  their  provisions.  These  peculiarities  originated  in  the 
union  of  Church  and  State  during  the  Congregational  ascen- 
dancy in  that  part  of  the  country,  when,  as  for  instance  in 
Massachusetts,   the    boundaries   of   towns   and    parishes   were 


Introduction.  xi 

coterminous,  and  both  secular  and  ecclesiastical  affairs  were 
settled  at  the  town  meetings  by  the  qualified  voters.  In  the 
State  just  mentioned,  until  1S31,  the  lands  of  corporations  were 
taxed  for  the  support  of  religious  worship.  The  "parish  sys- 
tem "  of  New  England  has,  however,  been  greatly  modified  by 
statute  during  the  present  century,  though  its  influence  is  still 
evident  in  the  laws  now  in  force.  Sec,  for  instance,  Connecti- 
cut, page  39,  section  25;  Maine,  page  136,  section  17;  New 
Hampshire,  page  282,  section  i ;  and  Vermont,  page  505,  sec- 
tion II.  Care  should  be  taken  to  incorporate  Presbyterian 
churches,  in  certain  of  the  Eastern  States,  under  recent  and 
general  laws. 

CORPORATIONS  AND  THEIR  CHARTERS. 

1.  Definition. — The  following  is  the  definition  given  by 
Chief  Justice  Marshall  in  the  Dartmouth  College  case:  "A 
corporation  is  an  artificial  being,  invisible,  intangible,  and  ex- 
isting only  in  contemplation  of  law.  Being  the  mere  creature 
of  law,  it  possesses  only  those  properties  which  the  char- 
ter of  its  creation  confers  upon  it,  either  expressly,  or  as  in- 
cidental to  its  very  existence.  These  are  such  as  are  supposed 
best  calculated  to  effect  the  object  for  which  it  was  created. 
Among  the  most  important  are  immortality  and,  if  the  expres- 
sion may  be  allowed,  individualit}';  properties  by  which  a  per- 
petual succession  of  many  persons  are  considered  as  the  same, 
and  may  act  as  a  single  individual." 

2.  Kinds  of  corporations. — English  law  divides  cor- 
porations into  ecclesiastical  and  lay.  In  the  United  States, 
however,  the  Church  is  entirely  separate  from  the  State,  and 
there  are  no  ecclesiastical  corporations  in  the  English  sense  of 
the  term.  The  classification  given  by  Thompson,  in  his  Com- 
mentaries on  the  Laiv  of  Private  Corporations^  is  as  follows: 
"■^Public  munieipal  corporations,  the  object  of  which  is  to  pro- 
mote the  public  interests;  corporations  technically  private,  but 
of  qnasi-public  character,  having  in  view  some  public  enterprise 
in  which  the  public  interests  are  involved,  such  as  railroad, 
turnpike,  and  canal  companies;  and  corporations  strictly 
private." 

3.  Private  corporations. — Private  corporations  are  cor- 
porations formed  by  mutual  agreement  between  private  per- 
sons, under  the  forms  of  law,  for  purposes  of  religion,  benevo- 


xii  Religious  Corporations. 

lence,  charity,  business,  etc.      Private  corporations  are  divided 
into  corporations  for  profit  and  corporations  not  for  profit. 

4.  Religious  corporations. — Religious  corporations  are 
private  corporations  not  for  profit,  formed  for  religious  pur- 
poses, ordinarily  either  for  the  maintenance  of  religious  wor- 
ship in  accordance  with  the  religious  tenets  of  the  corporators, 
or  for  missionary,  charitable  and  educational  objects. 

5.  Creation  of  corporations. — Only  a  sovereign  power 
can  create  a  corporation.  They  were  created  in  the  United 
States,  prior  to  the  revolution,  either  by  royal  charter  or  under 
authority  derived  from  the  crown.  They  are  now  created 
either  by  special  act  of  a  legislature,  or  under  general  laws 
passed  by  a  legislature. 

6.  Method  of  organization. — Where  a  corporation  is 
organized  under  a  general  law  it  is  usually  effected  by  written 
articles  duly  executed  by  the  corporators.  The  manner  of 
effecting  such  organization  must  conform,  however,  in  details, 
to  the  terms  of  the  general  law  of  the  State  in  which  the  appli- 
cation for  the  charter  is  made. 

7.  Name. — Every  corporation  must  have  a  distinctive 
name,  and  Presbyterian  churches  when  choosing  a  name  should 
be  careful  to  insert  the  woi"d  "  Presbyterian  "  in  such  name. 

8.  Purpose  of  incorporation. — It  is  suggested  that  in  all 
articles  of  association  and  charters  for  Presbyterian  churches, 
the  following  or  equivalent  words  be  inserted:  "formed  for 
the  purpose  of  the  worship  of  Almighty  God  and  instruction  in 
the  Christian  religion,  according  to  the  Confession  of  Faith, 
Form  of  Government,  Book  of  Discipline,  and  Directory  for 
Worship,  of  the  Presbyterian  Church  in  the  United  States  of 
America. " 

9.  Filing  certificates. — In  most  of  the  States,  articles  are 
required  to  be  filed  and  recorded  with  specified  officers  of  the 
law,  and  certificates  of  incorporation  or  certified  copies  of  the 
articles  are  issued  thereupon. 

10.  Charters  are  contracts.— The  Supreme  court  of  the 
United  States  decided  in  the  Dartmouth  college  case,  that 
under  the  constitution  of  the  United  States,  the  charter  of  a 
corporation,  granted  by  the  sovereign  power,  and  accepted  by 
the  grantees,  is  a  contract,  in  such  a  sense  that  it  cannot  there- 


Introduction.  xiii 

after  be  altered  or  revoked  without  the  consent  of  the  corpora- 
tion, unless  the  State  has  reserved  to  itself  the  right  so  to  alter 
and  revoke. 

11.  Alteration  and  repeal  of  charters. — The  general 
laws,  under  which  corporations  can  now  be  formed,  in  the 
great  majority  of  the  States,  contain  provisions  authorizing  the 
legislatures  to  alter,  amend  or  repeal  any  charter  granted. 

12.  Limitations  upon  charters. — It  should  be  remem- 
bered that  charters  or  franchises  granted  to  any  corporation  by 
the  State,  may  be  seized  for  nonuser  or  iiiisuser,  under  provis- 
ions of  laws  specifically  applicable  in  such  cases.  Further,  the 
granting  of  any  charter  does  not  prevent  a  State  from  exercis- 
ing to  a  reasonable  extent  its  police  power  over  all  corpora- 
tions existing  within  its  limits.  Other  limitations,  which  might 
be  named,  are  not  necessary  to  the  purposes  of  this  volume. 

13.  Special  charters. — Wherever  churches  or  religious 
corporations  are  in  possession  of  special  charters,  granted  by 
acts  of  legislatures,  and  when  such  charters  contain  no  clause 
permitting  the  legislatures  to  alter,  amend  or  revoke,  it  is  ad- 
vised that  such  be  not  surrendered.  Their  irrepealability  is  a 
featuie  of  decided  value. 

14.  Amendments  by  the  corporation  to  a  charter. — 

In  many  of  the  States,  statutes  have  been  adopted  providing  for 
the  completion  of  defective  charters,  or  the  alteration  and 
amendment  of  charters  or  articles  of  association  by  action  on 
the  part  of  the  corporation  desiring  such  modifications.  [See 
for  instance,  Rhode  Island,  p.  466.]  Sitch  alterations  and 
amendments  are,  as  a  rule,  regarded  as  having  been  accepted 
by  the  corporation  by  the  very  act  of  application  therefor. 

15.  Life  of  a  corporation. — In  some  of  the  States  the 
life  or  duration  of  a  corporation  is  limited  by  law.  If  there  be 
no  legal  limit,  the  corporation  is  perpetual.  The  life  of  a  cor- 
poration dates  from  its  organization,  and  not  from  the  time  it 
begins  to  do  business. 

CHURCH  PROPERTY— MODES  OF  HOLDING. 

An  examination  of  the  statutes  contained  in  this  volume 
will  show,  that  while  the  provisions  for  the  holding  of  the  prop- 
erty of  religious  societies  or  churches  differ  greatly  in  matters 
of  detail,  only  five  general  methods  are  in  use,  viz.  : 


xiv  Religious  Corporations. 

1.  Where  the  churches  themselves  become  corporations 
upon  the  execution  and  filing-  of  articles  of  association  or  by 
securing  charters  in  accordance  with  law,  as  in  such  States  as 
Indiana  and  Pennsylvania. 

2.  Where  the  churches  are  required  to  elect  trustees,  said 
trustees  being  constituted  the  corporation,  as  in  such  States  as 
Maryland,  Montana  and  New  Jersey. 

3.  Where,  as  in  Virginia  and  West  Virginia,  trustees  are 
appointed  by  the  courts  for  the  churches,  in  order  to  secure 
their  property  rights. 

4.  Where,  as  in  the  Roman  Catholic  church,  the  property 
is  held  by  the  bishop.  An  ecclesiastic  thus  holding  church 
property  may  be  regarded  as  a  corporation  sole,  though  in  some 
of  the  States  he  would  not  be  thus  held.  Delaware,  see  p.  47, 
has  legislation  prohibiting  this  method  of  holding  church  prop- 
erty. In  certain  States,  however,  c.  g.,  Oregon,  special  legis- 
lation has  been  secured,  permitting  this  method. 

A  reference  to  the  index  of  this  volume  will  show  which  of 
the  States  incorporate  the  churches,  which  incorporate  the 
trustees,  which  permit  corporations  sole,  and  which  provide 
simply  for  trustees  for  the  preservation  of  propert}'  rights. 

5.  Church  property  is  sometimes  held  by  unincorporated 
churches.  If  they  have  no  trustees,  it  is  doubtful  whether  lands 
can  be  granted  by  deed  to  such  churches,  but  it  would  appear  that 
they  may  receive  both  real  and  personal  property  by  will.  Unin- 
corporated churches  wherever  located,  are  protected,  as  a  rule,  in 
their  property  rights  by  the  courts.  It  is  advised  that  all  such 
churches  take  steps,  where  possible,  to  hold  their  property  by 
corporations,  and  that  in  the  drafting  of  charters,  of  articles 
and  of  by-laws,  the  aid  of  competent  counsel  be  secured. 

CHURCH  PROPERTY—JUDICIAL  DECISIONS. 

The  decisions  of  the  civil  courts  affecting  the  rights  to 
property  held  by  churches  and  religious  societies  are  numerous. 
For  the  purposes  of  this  introduction  the  statements  following 
are  sufficient.  These  statements  deal  with  the  decisions  of 
civil  courts  directly  connected  with  property  rights,  and  also 
set  forth  the  weight  with  such  courts  of  the  decisions  and 
deliverances  made  by  ecclesiastical  courts. 

1.  Specific  trusts. — Property  which  by  deed  or  will  of 
the  donor,  or  by  other  instrument,  is  held  for  the  express  pur- 
pose of  teaching  some  specific  form  of  doctrine,  or  for  any 


Introduction.  xv 

other  religious  object,  cannot  be  diverted  from  such  purpose  or 
object,  so  long-  as  there  are  any  persons  willing  to  carry  out  the 
objects  of  the  trusts,  or  who,  having  a  standing  in  court,  are 
prepared  to  insist  upon  the  execution  of  the  same.  For  in- 
stance, trusts  created  for  the  teaching  of  the  Presbyterian  sys- 
tem of  doctrine,  or  for  the  maintenance  of  a  home  for  the  or- 
phans of  deceased  Presbyterian  ministers,  cannot  be  diverted 
to  any  other  purposes. 

2.  Trusts  will  not  be  allowed  to  fail  for  want  of  a 

trustee. — If,  in  case  of  a  given  specific  trust,  the  trustees 
fail,  the  courts  if  applied  to,  will  provide  new  trustees,  and  will 
carry  into  effect  the  intent  of  the  donor  or  testator  so  far  as  the 
same  can  be  ascertained. 

3.  Property  of  independent  self-governing  congre- 
gations.— The  property  of  purely  independent  churches,  which 
are  controlled  in  their  management  by  a  majority  of  voices,  if 
there  be  no  specific  trust  involved,  in  case  of  controversy,  will 
be  given  to  the  majority  of  the  members.  In  cases  affecting 
this  class  of  churches,  the  civil  courts  will  not  even  inquire  as 
to  whether  there  has  been  any  change  in  the  religious  views  of 
the  congregation. 

4.  Property  of  denominational  churches.— The  prop- 
erty of  a  denominational  church,  in  cases  of  dispute,  will  be 
given  by  the  civil  courts  to  those  persons  who  are  recognized 
by  the  highest  denominational  court  as  being  the  church  or 
congregation.  For  instance,  the  property  of  a  Presbyterian 
church,  should  the  church  unhappily  be  divided  by  controversy, 
will  be  given  by  the  civil  courts  to  that  portion  of  the  church 
which  is  recognized  as  the  church  by  the  highest  church  court. 

5.  A  State  Legislature  cannot  authorize  by  statute 
the  transfer  of  property  from  one  denomination  to 
another. — In  a  case  which  arose  in  the  State  of  Virginia,  the 
majority  of  a  Methodist  Protestant  church,  withdrew  from  that 
denomination  and  joined  the  Methodist  Episcopal  church. 
Said  majority  claimed  the  right  to  take  the  property  with  them, 
and  the  Legislature  of  Virginia  passed  an  act  providing  that  in 
the  case  of  the  division  of  a  church  or  religious  society,  a  ma- 
jority of  the  members  should  determine  the  rights  of  church 
property,  after  report  duly  made  to  a  civil  court.  The  decision 
rendered  in  the  case  was,  that  the  provision  respecting  contracts 
in  the  Constitution  of  the  United  States,  and  found  also  in  the 


xvi  Religious  Corporations. 

Constitution  of  Virginia,  made  the  said  act  of  the  Legislature 
void,  and  that  the  property  could  not  be  so  diverted. 

6.  Ecclesiastical  decisions  are  final  in  ecclesiastical 
matters. — Where  the  highest  ecclesiastical  authority  of  a  de- 
nomination decides  a  question  of  church  law,  discipline,  or 
usage,  or  acknowledges  certain  parties  as  being  the  parties  en- 
titled to  due  ecclesiastical  recognition,  such  decision  will  not  be 
reviewed  in  the  civil  courts,  but  will  be  regarded  by  them  as 
final.  For  instance,  a  church  member  expelled  from  a  Presby- 
terian church,  or  a  Presbyterian  minister  duly  deposed,  by 
competent  ecclesiastical  authority,  cannot  secure  reinstatement 
by  action  in  the  civil  courts.  The  latter  courts  will  decline 
jurisdiction.  Further,  the  ecclesiastical  court  is  the  exclusive 
judge  of  its  own  jurisdiction. 

7.  Divided  church. — Where  a  particular  church  or  con- 
gregation is  divided  by  reason  of  controversy,  and  a  schism  re- 
sults, that  party  which  secures  the  recognition  of  the  highest 
ecclesiastical  court  of  the  denomination,  will  be  recognized  by 
the  civil  courts  as  the  church. 

8.  Seceding  members. — The  members  of  any  church, 
whether  independent  or  denominational,  who  secede  therefrom, 
and  form  a  new  church,  lose  all  their  rights  in  the  property. 

9.  Minority  controls  in  certain  cases. — If  the  majority 
of  the  members  of  a  church  belonging  to  a  denomination,  with- 
draws from  the  denomination,  they  cannot  take  the  property 
with  them.  If  the  withdrawal  be  persisted  in,  the  result  will 
be  to  give  the  control  of  the  property  to  the  minority  who  ad- 
here to  the  denomination. 

10.  Denominational  divisions. — Where  a  denomination 
is  divided  by  reason  of  controversy,  the  use  of  the  property  of 
its  congregations,  in  each  case,  will  be  in  those  persons  who  are 
in  harmony  with  the  supreme  ecclesiastical  authority.  The 
ecclesiastical  connection  is  indissoluble. 

THE    TRUSTEES  AND    THE    SPIRITUAL  OFFICERS. 

1.  General  usage. — Careful  examination  of  the  laws  and 
decisions  of  all  the  States,  with  reference  to  the  powers  and 
duties  of  the  trustees  of  churches  and  religious  societies,  leads 
to  the  conclusion  that  they  hold  and  administer  the  property  in 
their  charge,  solely  for  the  use  and  benefit  of  the  church  in- 


Introduction.  xvii 

eluded  within  or  connected  with  the  corporation,  and  if  the 
church  is  denominational  in  its  character,  that  they  are  bound 
in  their  manag-enient  of  said  property,  by  the  laws,  rules  and 
usages  of  the  denomination  with  which  the  Church  is  connected. 
The  spiritual  officers  as  the  direct  representatives  of  the  de- 
nomination, are  the  controlling-  power  in  the  use  of  the  prop- 
erty; and  in  some  of  the  States,  for  instance  Kansas,  p.  119, 
provision  is  made  by  law  forbidding  trustees  to  interfere  with 
the  functions  of  spiritual  officers. 

2.  Trustees  subject  in  ecclesiastical  matters  to  the 
session  in  Presbyterian  churches. — In  the  use  of  the  prop- 
erty for  church  purposes,  the  trustees  of  a  Presbyterian  church 
are  subject  to  the  session.  The  law  of  the  Presbyterian  Church 
in  the  U.S.A.  is  contained  in  the  following  deliverance  made  by 
the  General  Assembly  of  1893,  viz. : 

"The  General  Assembly  takes  notice  that  the  exclusive 
authority  of  the  Session  over  the  worship  of  the  Church,  in- 
cluding not  only  the  times  and  places  of  preaching  the  Word, 
but  also  the  miisic  and  the  use  of  the  Church  buildings,  is  not 
sufficiently  appreciated  by  the  Church  at  large,  and  that  there 
are  frec|uent  complaints  that  trustees  of  congregations  assume 
powers  and  authorit}"^  especially  over  music  and  the  use  of 
church  buildings,  which  are  not  warranted  by,  but  in  conflict 
with,  the  Constitution  of  the  Church.  The  Assembly  enjoins 
'upon  the  churches  loyal  adherence  to  our  Form  of  Govern- 
ment, providing  that  the  authority  of  the  Session  over  all 
matters  of  worship  is  paramount,  and  at  the  same  time  recom- 
mends that  all  such  questions  be  treated  by  the  Session  with 
Christian  tact  and  courtesy,  in  the  spirit  of  love  and  forbear- 
ance" [MtriMtc's,  1893,  p.  90]. 

This  position  of  the  General  Assembly  is  in  harmony  with 
a  decision  of  the  United  States  Supreme  Court,  in  a  case  ap- 
pealed to  it,  to  the  effect  that,  by  the  act  of  the  Legislature 
creating  the  trustees  of  a  given  church  a  body  corporate,  and 
by  the  acknowledged  rules  of  the  Presbyterian  Church,  the 
trustees  were  the  mere  nominal  title-holders  and  custodians  of 
the  church  property,  and  other  trustees  were  or  could  be 
elected  by  the  congregation  to  supply  their  places  ;  and  that  in 
the  use  of  the  property  for  all  religious  services  or  ecclesiastical 
purposes,  the  trustees  were  under  the  control  of  the  church 
session. 


LIST  OF  WORKS  CONTAINING  COLLECTIONS  OF 

THE  STATUTES  OF  THE  SEVERAL 

STATES  AND  TERRITORIES. 


NOTE.  These  collections  of  Statutes  are  continued,  as  a  rule,  by  volumes  containing- 
the  Annual  or  the  Biennial  Statutes  of  the  several  States  and  Territories.  The  Legisla- 
tures of  States  marked  with  a  star  (*)  meet  Annually. 

Alabama.  The  Code  of  Alabama.  Prepared  by  Robert  C.  Brickel, 
Peter  Hamilton  and  John  P.  Tillman,  Commissioners.  2  vols., 
8vo,  1887. 

Alaska.  The  laws  affecting  Alaska  are  to  be  found  in  the  U.  S.  Stat- 
utes. The  laws  affecting  Churches  are  printed  on  pp.  4  and  5  of 
this  volume. 

Arizona.     Revised  Statutes  of  Arizona,     i  vol.,  Svo,  1887. 

Arkansas.  A  Digest  of  the  Statutes  of  Arkansas,  Embracing  all  Laws 
of  a  General  Nature.     By  L.  P.  Sandels  and  Joseph  M.  Hill,     i  vol., 

Svo,  1893. 

California.  The  Codes  and  Statutes  of  California.  By  F.  P.  Deering. 
4  vols.,  Svo,  1SS5.  Supplement.  By  F.  P.  Deering  and  J.  H.  Deer- 
ing, Jr.     I  vol.,  Svo,  1S89. 

Colorado.  Mills'  Annotated  Statutes  of  the  State  of  Colorado,  Em- 
bracing the  General  Statutes  of  1SS3,  and  all  General  Laws  enacted 
since  that  Compilation  (except  the  Code  of  Civil  Procedure)  in 
force  January  i,  1891.  Edited  and  Annotated  by  J.  Warner  Mills. 
2  vols.,  Svo,  1891. 

Connecticut.  The  General  Statutes  of  Connecticut.  Revision  of  1887. 
In  force  January  1,  1SS8.  Pitblished  by  authority  of  the  State. 
I  vol.,  Svo,  1S87. 

Delaware.  Revised  Statutes  of  the  State  of  Delaware  of  1852,  with 
the  Additional  Laws  of  a  Public  and  General  Nature  enacted  to 
1893.  Published  by  authority  of  the  General  Assembly.  1  vol., 
Svo,  1893. 

District  of  Columbia.  Digest  of  Decisions  of  the  Courts  of  Last  Re- 
sort in  the  District  of  Columbia,  together  with  a  Compilation  of 
the  Revised  Statutes  of  the  U.  S.,  and  the  Revised  Statutes  relating 
to  the  District  of  Columbia,  in  most  frequent  use  in  the  District. 
By  Thos.  S.  Cogley.     2  vols.,  Svo,  1892. 

(xviii.) 


List  of  Publications.  xix 

Florida.  The  Revised  Statutes  of  the  State  of  Florida.  Published  by 
authority  of  the  Legislature.  Prepared  by  W.  A.  Blount,  C.  M. 
Cooper  and  L.  C.  Massey,  Commissioners.  In  effect  June  14,  1892. 
I  vol.,  Svo,  1892. 

Georgia.*  The  Code  of  the  State  of  Georgia.  Fourth  edition.  Pre- 
pared by  Geo.  N.  Lester,  C.  Rowell  and  W.  B.  Hill,  Commissioners. 
Published  bj^  authority  of  the  General  Assembly,     i  vol.,  Svo,  1882. 

Idaho.  The  Revised  Statutes  of  Idaho  Territory.  In  force  June  i, 
1887.     I  vol.,  Svo,  18S7. 

Illinois.  Annotated  Statutes  of  the  State  of  Illinois.  In  force  January 
I,  1885.  Edited  by  Merritt  Starr  and  Russell  H.  Curtis.  2  vols,, 
Svo,  1885.     Supplement,     i  vol.,  Svo,  1892. 

Indian  Territory.    No  laws  published. 

Indiana.  Annotated  Statutes  of  the  State  of  Indiana.  In  force  Janu- 
ary I,  1894.     By  Harrison  Burns.     3  vols.,  Svo,  1894. 

Iowa.  New  Revised  and  Annotated  Code  of  Iowa  Edition  of  1888. 
To  July  4,  1888.     By  Wm.  E.  Miller.    Annotated,     i  vol.,  Svo,  18S8. 

Kansas.  General  Statutes  of  Kansas,  1889.  Annotated.  Published 
by  authority  of  the  Legislature.    By  Irwin  Taylor.     2  vols.,  Svo, 

1S89. 

Kentucky.  The  Kentucky  Statutes.  By  J.  Barbour  and  John  D. 
Carroll,     i  vol.,  Svo,  1894. 

Louisiana.  Revised  Laws  of  Louisiana.  Approved  Ma*ch  14,  1870. 
With  Copious  References  to  the  Acts  of  the  Legislature  from  1870 
up  to  1882.  Compiled  and  Edited  by  Hon.  Albert  Voorhees.  Second 
Edition,  i  vol.,  Svo,  1884.  Also  Revised  Civil  Code  of  Louisiana. 
By  E.  D.  Saunders,     i  vol.,  Svo,  1884. 

Maine.  Fourth  Revision.  The  Revised  Statutes  of  the  State  of  Maine. 
In  effect  January  i,  1894.  Published  by  authority  of  the  Legisla- 
ture.    I  vol.,  Svo,  1S84. 

Maryland.  The  Maryland  Code.  Public  Local  Laws.  Codified  by 
John  Prentiss  Poe.  Adopted  by  the  General  Assembly  March  14, 
1S88.  Published  by  authority  of  the  State  of  Maryland.  2  vols.» 
Svo,  1888. 

Massachusetts.*  Public  Statutes  of  the  Commonwealth  of  Massa- 
chusetts. By  C.  A.  Merrill,  i  vol.,  Svo,  1S82-1SS8.  Supplement. 
I  vol.,  Svo,  1882-1888. 

Michigan.  The  General  Statutes  of  the  State  of  Michigan.  By  An- 
drew Howell.     2  vols.,  Svo,  1882.     Supplement,     i  vol.,  Svo,  1S89. 


XX  Religious  Corporations. 

Minnesota.  The  General  Statutes  of  the  State  of  Minnesota.  In 
force  December  31,  1894.     By  Henry  B.  Wenzell.     2  vols.,  8vo,  1894. 

Mississippi.  The  Annotated  Code  of  the  General  Statute  Laws  of  the 
State  of  Mississippi.  By  R.  H.  Thompson,  George  G.  Dillard  and 
R.  B.  Campbell,     i  vol.,  8vo,  1892. 

Missouri.  The  Revised  Statutes  of  Missouri.  Published  by  authority 
of  the  General  Assembly.     2  vols.,  8vo,  1889. 

Montana.  The  Codes  and  Statutes  of  Montana.  In  force  July  i,  1895. 
Including  the  Political  Code,  Civil  Code,  Code  of  Civil  Procedure 
and  Penal  Code  as  amended  and  adopted  by  the  Fourth  Legislative 
Assembly.  Compiled  by  D.  S.  Wade,  Commissioner,  4  vols.,  8vo, 
1895. 

Nebraska.  The  Compiled  Statutes  of  the  State  of  Nebraska.  With 
Amendments  1882  to  1893.  To  August  i,  1893.  By  Guy  H.  Brown 
and  H.  H.  Wheeler.  With  the  authority  of  the  Legislature. 
I  vol.,  8vo,  1891. 

Nevada.  The  General  Statutes  of  the  State  of  Nevada.  By  Dav.  E. 
Bailey  and  John  D.  Hammond,     i  vol.,  8vo,  1895. 

Ne"W  Hampshire.  The  Public  Statutes  of  the  State  of  New  Hamp- 
shire. Prepared  by  William  M.  Chase,  Ira  Colbj-  and  William  H. 
Colton,  Commissioners,     i  vol.,  8vo,  1891, 

New  Jersey.*  General  Statutes  of  New  Jersey.  [Compiled  and 
edited  by  G.  D.  W.  Vroom  and  William  M.  Lanning.]  Under  the 
authority  of  the  Legislature.     3  vols.,  8vo,  1896.     [in, press.] 

New  Mexico.  Compiled  Laws  of  New  Mexico.  By  E.  L.  Bartlett, 
C.  W.  Greene,  Santiago  Valdez,  Commissioners,     i  vol.,  8vo,  1884. 

New  York.*  The  Revised  Statutes,  Codes  and  General  Laws  of  the 
State  of  New  York,  in  force  January  i,  1890.  By  C.  F.  Birdseye. 
3  vols.,  8vo,  1889. 

Membership  and  Religious  Corporations  of  New  York,  Contain- 
ing the  New  Laws,  etc.  By  R.  C.  Cumming  and  F.  B.  Gilbert,  i 
vol.,  Bvo,  1895. 

North  Carolina.  The  Code  of  North  Carolina,  enacted  March  2,  1883. 
By  William  T.  Dortch,  John  Manning,  John  S.  Henderson.  2  vols., 
Svo,  1883. 

North  Dakota.  The  Compiled  Laws  of  the  Territory  of  Dakota.  By 
E.  W.  Caldwell  and  Charles  H.  Price,     i  vol.,  8vo,  1887. 

Ohio.  The  Revised  Statutes  of  the  State  of  Ohio.  In  force  January 
I,  1890.     By  Florien  Giauque.    3  vols.,  8vo,  1890. 


List  of  Publications.  xxi 

Oklahoma.  The  Statutes  of  Oklahoma,  1S93.  Compiled  under  the 
direction  and  supervision  of  Robert  Martin,  Secretary  of  the  Ter- 
ritory. By  W.  A.  McCartney,  John  H.  Beatty  and  J.  Malcolm 
Johnston,  a  Committee  elected  by  the  Legislative  Assembly,  i  vol., 
8vo,  1893. 

Oregon.  The  Codes  and  General  Laws  of  Oregon.  By  William  Lair 
Hill.     2  vols.,  8vo,  1892. 

Pennsylvania.  Brightly's  Purdon's  Digest.  A  Digest  of  the  Laws  of 
the  State  of  Pennsylvania.  From  the  years  1700  to  1894.  By  Frank 
F.  Bi-ightly.     2  vols.,  8vo,  1894.     Supplement,     i  vol.,  8vo,  1895. 

Rhode  Island.*  General  Statutes  of  the  State  of  Rhode  Island  and 
Providence  Plantations.  By  authority  of  the  General  Assembly. 
[William  G.  Roelker,  Joseph  C.  Ely,  Henry  W.  Hayes,  Commis- 
sioners.]    In  effect  February  I,  1896.     i  vol.,  8vo,  1896. 

South  Carolina.*  The  Revised  Statutes  of  South  Carolina.  2  vols., 
8vo,  1894. 

South  Dakota.  The  Compiled  Laws  of  the  Territory  of  Dakota.  By 
E.  W.  Caldwell  and  Charles  H.  Price,     i  vol.,  8vo,  1887. 

Tennessee.  The  Code  of  Tennessee.  In  force  June  i,  1884.  By  W. 
A.  Milliken  and  John  J.  Vertrees.     i  vol.,  8vo,  1884. 

Texas.  The  Revised  Civil  Statutes  of  the  State  of  Texas.  By  John 
Sayles  and  Henry  Sayles.  4  vols.,  8vo,  1888.  Supplement,  i  vol., 
8vo,  1893. 

United  States.  The  Statutes  at  large  up  to  March,  1895,  are  printed 
in  28  vols.,  8vo.  The  Federal  laws  affecting  Churches  in  the  Terri- 
tories will  be  found  on  p.  5  of  this  volume. 

Utah.    The  Compiled  Laws  of  Utah.     By  authority.     2  vols.,  8vo,  1888. 

Vermont.  The  Revised  Laws  of  Vermont.  By  authority,  i  vol., 
8vo,  1880. 

Virginia.  The  Code  of  Virginia,  Published  pursuant  to  an  Act  of  the 
General  Assembly,     i  vol.,  8vo,  1887. 

Washington.  The  General  Statutes  and  Codes  of  the  State  of  Wash- 
ington.    By  William  Lair  Hill.     2  vols  ,  8vo,  1891. 

West  Virginia.  The  Code  of  West  Virginia.  Third  edition.  Con- 
taining the  Code  as  amended  by  legislation,  to  and  including  the 
year  1891.  With  an  Appendix  containing  Statutes  of  a  General 
Nature,  etc.  Compiled  pursuant  to  a  joint  resolution  of  the  Legis- 
lature by  John  A.  Warth.     i  vol.,  8vo,  1891. 


xxii  Religious  Corporations. 

"Wisconsin.  Annotated  Statutes  of  Wisconsin.  In  force  October  i^ 
1889.     By  Arthur  L.  Sanborn  and  John  R.  Berryman.     2  vols.,  8vo, 

1889. 

■Wyoming.  Revised  Statutes  of  Wyoming.  In  force  January  i,  1887. 
By  John  W.  Blake,  Willis  Van  Devanter,  Isaac  P.  Caldwell,  Com- 
missioners.    I  vol.,  8vo,  1887. 


CAPTIONS  AND  NUMBERS. 


The  captions  of  this  work  are  usually  the  author's  own,  except 
where,  as  in  New  York,  they  are  a  part  of  the  text  of  the  Laws.  They 
are  numbered  separately  and  consecutively,  for  this  work,  under  each 
State. 

The  numbers  following  the  captions,  are  the  numbers  either  of  the 
sections  of  State  Constitutions,  or  of  sections  in  the  Codes  or  Compila- 
tions of  Laws  of  the  several  States  and  Territories,  or  of  the  Acts  of 
which  the  sections  printed  are  parts.  Where  the  numbers  belong  to 
Codes  or  Compilations  of  Laws,  they  are  the  numbers  of  the  Sections 
in  the  Codes,  etc.,  whose  titles  are  given  in  the  preceding  list  of  publi- 
cations. 


SYLLABUS  OF  LAWS. 


ALABAMA. 


CONSTITUTION. 

1.  Limitation  on  powers  of  cor- 

poration   I 

2.  Powers  of  General  Assembly     i 

STATUTES. 

3.  Election  of  trustees  .     .     .     .     i 

4.  Incorporation    completed  by- 

filing  certificate    .     .     .     .     i 

5.  Powers I 


6.  Suits  against,  how  begun  .     . 

7.  Consent  of  majority  of  mem- 

bers  necessary  to   execu- 
tion of  mortgage  .     .     .     , 

8.  Recital    upon    minutes    evi- 

dence of  regularity  .     .     . 

9.-  Articles,  how  completed   .     . 

10.  Charters,  how  amended    ,     . 


Taxation 555 


ALASKA. 


ACTS  OF  CONGRESS. 

1.  Laws  of  Oregon  applicable   .     4 

2.  Land  for  missionary  stations     4 


3.  Missionary  stations  excepted 
from  provisions  for  town 
sites  and  purchase  of  land 


ARIZONA. 


FEDERAL  LAWS. 
Territorial  Assemblies,  pow- 
ers of 5 

Real  estate,  limit  on     ...     5 
Trustees  to  hold  real  estate  ,     5 


REVISED  STATUTES. 
Chap.  I.       Preliminary    Provisio7is. 

1.  Private  corporations  defined     5 
Chap.  II.      Corporations  in  General. 

2.  Who  may  incorporate  ...     6 

3.  Powers 6 

4.  Articles  of  incorporation  .     .     6 

5.  Time-limit    and    renewal   of 

charters 7 

6.  Dissolution,  how  secured  .     .     7 

7.  Legal  organization  to  be  pre- 

sumed      ,     .     7 


Chap.    VI.     Religiotis  Associations. 

8.  Who  may  incorporate  ...  7 

9.  Articles  of  incorporation  ,     .  7 

10.  Powers.    Limit  on  property  .  8 

11.  Directors.     Annual  Report .  8 

12.  How    real    estate    may    be 

mortgaged  or  sold     ...  8 

13.  Additional  powers    ....  8 

14.  New  members 9 

15.  Rights  or  privileges  of  mem- 

bers      9 

Chap.     VIII.      Existing     Corpora- 
tions Entitled  to  Benefits. 

16.  How  benefits  may  be  secur- 

ed   9 

17.  Status   of    existing    corpora- 

tions   9 

Taxation 555 


(xxiii) 


XXIV 


Religious  Corporations. 


ARKANSAS. 


CONSTITUTION. 

1.  Powers  of  General  Assembly  lo 

STATUTES. 
Chap.   XLVII.     VII.     Corporations 
for  Benevolent  Purposes. 

2.  Who  may  incorporate  .     .     .  lo 

3.  Artictes  to  be  filed    ....  10 

4.  Certificate  of  incorporation    .  i 

5.  Amendments  to  be  filed   .     .  i 

6.  First  meeting i 

7.  Power  to  raise  money  .     .     .  i 

8.  General  powers i 


9.  Record  to  be  kept    .     .     .     .12 

ID.  Fee  allowed  to  clerk     .     .     .12 

IX.     Dissohitio7i  of  Corporations. 

11.  Property  vests  in   the   State 

in  trust 12 

Chap.    CXXXII.     Religious   Socie- 
ties. 

12.  Property  may  be  held  by  trus- 

tees     12 

13.  Power  of  trustees     .     .     .     .12 
Taxation 556 


CALIFORNIA. 


CONSTITUTION. 
Powers  of  General  Assembly  1 3 
Limitations  on  power  of  cor- 
porations     13 

Stockholders' right  to  vote    .   13 
CODES  AND  STATUTES. 
Title  I.     General  Provisions. 
Maintenance  of  an  office  not 

obligatory 13 

Corporations,  how  formed     .   14 

Purposes 14 

Existing    corporations     may 
elect  to  continue .... 
Existing  corporations  not  af 
fected  but  prior  laws  re- 
pealed     

Articles  of  incorporation  .     , 
Contents  of  articles  .     .     .     , 
Subscription    and    acknowl- 
edgment of  articles  .     .     . 
Articles,  where  to  be   filed. 
Corporate  life,  fifty  years, 
unless  otherwise  stated     .  15 
Articles  to  be  evidence     .     .16 
Members  defined     .     .     .     .16 
,  By-laws   to  be   adopted    by 

members 16 

Directors,  election  of    .     .     .16 
,  By-laws,  contents  of     .     .     .16 
By-laws,     recording     and 
amendment  of     ....  17 


14 


19.  Directors,  number,  qualifica- 

tions and  quorum     ...   17 

20.  Directors,    time   of  election. 

Term 18 

21.  Directors,  election  by  ballot, 

cumulative  vote  permitted  18 

22.  Directors,  organization,  quo- 

rum and  powers  ....  18 

23.  Directors,  removal  of  .     .     .18 

24.  When  justice   of  the   peace 

may  order  a  meeting    .     .19 

25.  Majority   of   members   must 

be  represented  at  meetings  19 

26.  Postponed  election  ....  19 

27.  District  courts  to  hear  com- 

plaints concerning  election  20 

28.  Officers  liable  for  false  docu- 

ments      20 

29.  Meetings  by  common  consent 

to  be  valid  without  notice  20 

30.  All   acts    of    such    meetings 

binding 20 

Directors,      meetings,      how 
called,   when   no    regular 

provision 20 

Directors  by  unanimous  vote 
may  acquire  property  .     .21 
Title  XII.     Religious    Associations, 

etc. 
33.  Corporations  not   for  profit, 

how  formed 21 


31 


32- 


Syllabus  of  Laws. 


XXV 


34 


Additional  contents   of  arti- 
cles, limit  upon  real  estate  21 

35.  Corporations  to  hold  property  21 

36.  Directors,  annual  report   .     .  22 

37.  Real  estate,  how  mortgaged  22 

38.  By-laws,  additional  provisions  22 

39.  Members   admitted  after  in- 

corporation       23 


40.  Members,   rights   of,    cannot 

be  transferred 23 

41.  Synods  or  Presbyteries  may 

incorporate 23 

42.  Representative  bodies    may 

incorporate  the  denomina- 
tional church  or  associa- 
tion     24 

Taxation 556 


COLORADO. 


CONSTITUTION. 

1.  No  special  charters  ....  26 

STATUTES. 
Religious  Societies,  etc. 

2.  Powers  of  General  Assembly  26 

3.  How  incorporated    ....  26 

4.  Affidavit  to  be  filed  by  chair- 

man   27 

5.  By-laws,   to   be    adopted   by 

trustees  or  church     ...  27 

6.  Property  to  be  vested  in  cor- 

poration.     General     mis- 
sions   28 

7.  Existing    corporations     may 

reincorporate.    Trustees 
defined  .......  28 

8.  Synods  and  Presbyteries  may 

incorporate 29 

9.  Any  corporation  may  acquire 

property 29 

Joint  Stock  Co7npanies  for  Religious 
Purposes. 

10.  How  incorporated   ....  29 

11.  Affidavit  to  be  filed  by  chair- 

man   30 


30 


14. 
15- 


12.  Trustees  to  adopt  by-laws 

13.  Property  to  be  vested  in  cor- 

poration       30 

Powers 31 

Limit  of  value,  shares  of 
stock.  Forfeiture  provi- 
sions   31 

16.  Corporate  powers   vested   in 

trustees 31 

17.  Failure  to  elect  trustees  does 

not  work  dissolution      .     .  32 

18.  Liability  of  stockholders   .     .  32 

19.  Certificate  of  final  payment 

of  capital  stock  releases 
stockholders  from  liability 
for  debts 32 

20.  Stock  may  be  issued  in  pay- 

ment for  property     ...  32 

21.  Any  church  may  incorporate. 

Trustees  defined  .     .     .     .  33 

22.  Synods,    etc.,    how   incorpo- 

rated   33 

Taxation 556 


CONNECTICUT. 


CONSTITUTION. 

1.  Rights  of  conscience.     Pow- 

ers of  churches    ....  34 

2.  Non-liability  for  church  ex- 

penses, how  secured     .     .  34 
GENERAL  STATUTES. 
Chap.     CXIX.      Private     Corpora- 
tions. 

3.  Name   must  indicate  corpo- 

rate existence 34 


Powers 35 

How  incorporated.  Limit  on 
income.  Articles  to  be 
filed.     Dissolution    ...  35 

By-laws  for  assessments, 
fines,  etc 35 

Acts  and  charters  subject  to 
alteration  and  repeal    .     .  35 

Charters  void  unless  corpora- 
tion organized      .     .     .     .  3^ 


XXVI 


Religious  Corporations. 


9.  Amendments,      how      made 

operative 36 

Title   XXXI.     Ecclesiastical  Socie- 
ties.  Chap.  CXXVIII.    General 
Provisions. 

10.  Societies,  how  formed.    Pow- 

ers       36 

11.  Membership,  how  secured    .  36 

12.  Membership,  how  terminated  37 

13.  Membership,  how  validated  37 

14.  Annual  meetings,  how  warn- 

ed  37 

15.  Special  meetings,  how  warn- 

ed  37 

16.  Warning,  when  to  be  posted 

or  published 38 

17.  Clerk,  committee  and  treas- 

urer, appointment  and  du- 
ties      38 

18.  Vacancies 38 

19.  Tythingmen  may  be  appoint- 

ed  38 

20.  Tythingmen  need  only  to  be 

attendants 39 

21.  Tythingmen,  duties      •     •     •  39 

22.  Agents  of  societies,  first  trus- 

tees     39 

23.  Powers  of  societies  ....  39 

24.  Churches,  building  and  loca- 

tion of,  how  decided     .     .  39 

25.  Taxes,  how  imposed  and  col- 

lected      39 


41 
4t 

41 

42 


26.  Voters,  qualifications  of    .     .40 

27.  Pews  may  be  assessed  or  sold 

for  support  of  worship  .     .  40 

Assessments  may  be  recov- 
ered by  suit 40 

Pews,  how  vested  in  society  .40 

Society,  located  in  two  or 
more  towns,  powers  of 

Pews,  grants  of,  how   made 

good 

Churches  of  Christ. 

How  incorporated   .... 

Powers  ...  .... 

Society  may  transfer  proper- 
ty to  church 42 

Society,  when  and  how  dis- 
solved    ......  42 

Power  to  hold  property     .     .  43 

Unvested  gifts  of  the  society 
to  vest  in  the  church     .     .  43 

Liability  of  member  of  society 
unchanged 43 

Societies  empowered  to  form 
constitution   and    by-laws  43 

40.  Membership,   how  acquired, 

where  there  is  no  separate 

church 43 

Chap.  CXXIX.  Particular  Denotni- 
nations. 

41 .  Societies  of  particular  denom- 

inations   44 

Taxation 556 


DELAWARE. 


CONSTITUTION. 

1 .  Rights  of  societies  unimpair- 

ed.    Ministers  cannot  be 

civil  officers 45 

REVISED  STATUTES. 
Chap.  XXXIX.   Of  Religious  Socie- 
ties. 

2.  How  incorporated  ....     45 

3.  Trustees  to  be  elected     .     .     45 

4.  Powers.     Majority  validates     45 

5.  Property  to  vest  in  trustees     46 

6.  Vacancies 46 

7.  Chairman,  duties  of    ...     46 

8.  Registers  to  be  evidence      .     46 


9.  Treasurer *  46 

10.  Mortmain  provisions.     .     .  46 

1 1 .  Limit  on  property  ....  46 

12.  Prior  gifts  valid.     Proviso    .  47 

Chap.    CCLXXV.     Vol.  XI     Con- 
vey atices,  etc.,  of  Estate  for  Reli- 
gious Purposes. 

13.  Grant  to  ecclesiastical  offi- 

,  cer  vests  no  estate  ...     47 

14.  Title   and    interest    to  vest 

only  in  corporation     .     .     47 

15.  Real  estate  at  death  of  offi- 

cer vests  in  the  congrega- 
tion   47 


Syllabus  or  Laws. 


XX  vu 


i6. 


17- 


If  congregation  not  incor- 
porated, estate  to  be  es- 
cheated      

Escheated  properly,  to  be 
conveyed  to  congrega- 
tion when  incorporated  . 


48 


Chap.  CXLVII.     Vol.  XVII.    . 
vate  Corporations. 

18.  Corporate  powers  .... 

19.  Act  applicable  to  all  corpo- 

rations   

20.  \VTio  may  incorporate     .'     . 

21.  Certificate,  contents  of. 

Amendments     .... 

22.  Certificate,    judge    of    the 

county-  to  issue.     To  be 
filed 

23.  Certificate  to  be  evidence    . 

24.  Time    incorporation    takes 

effect 

25.  Act  applies  to  all  companies 

26.  Elections,  by  ballot  unless 


27. 

4« 

28. 

Vi- 

29. 

48 

30. 

49 

31- 

50 

32- 

50 

33- 

34- 

50 

35- 

51 

36. 

51 

37. 

51 

38. 

otherwise  provided.  Can- 
didates cannot  be  officers 
of  election      .... 

Dissolution,  in  case  of,  di 
rectors  to  be  trustees  . 

Chancellor  may  apj>oint  re 
ceiver 

Chancellor  has  full  jurisdic 
tion 

Dissolution,  property  vested 
in  individuals     .     .     . 

Existing  corporations   may 
come  under  this  act    . 

Charter,  how  extended  . 

Members  as  well  as  stock 
holders  included     .     . 

State  tax,  how  collected  . 

Existing  religious  incorpora 
tions  validated  .     .     . 

Trustees,  change  in  number 

Change  to  be  recorded    . 

Particular  denominations 

Taxation  


52 
52 
52 
53 


53 
53 

54 
54 

54 
54 
55 
55 
557 


DISTRICT  OF  COLUMBIA. 


REVISED  STATUTES. 

1.  Congregation  may   acquire 

property 5^ 

2.  Trustees  may  be  elected  ac- 

cording to  denomination- 
al rules 56 

3.  Certificate  to  be  entered  of 

record 56 

4.  Term  of  service      ....     56 

5.  Election  of  successors     .     .     57 

6.  Failure  to    elect    will    not 

work  dissolution     ...     57 

7.  Powers 57 

8.  Title  vested  in  trustees   .     .     57 

9.  Trustees  may  dispose  of  real 

estate  subject  to   certain 

restrictions 57 

ID.  Trustees  may  execute  mort- 
gages with  consent  of 
church 57 


11.  Property'  on  dissolution  re- 

verts to  donors  ....     58 

12.  How  incorporated .     ...     58 

13.  Filing    certificate    incorpo- 

rates.   Powers.    Limit  on 
income 58 

14.  Trustees,       how       elected. 

Powers.     Quorum.     \'a- 
cancies 59 

15.  Existing  corporations   may 

reincorporate     ....     59 

16.  Property,  how  leased,  mort- 

gaged or  sold     .     .     .     .     59 

17.  Corporation      surrendering 

f>owers,  how  propertA*  to 
be  disposed  of  ....     59 

18.  Existing  corporations  may 

come  under  this  act    .     .     60 

19.  Names  of  corporations  not 

to  be  identical   ....     60 

20.  Particular  denominations     .     60 
Taxation 557 


XXVlll 


Religious  Corporations. 


CONSTITUTION. 

1.  General  laws  for  incorpora- 

tion   6 1 

REVISED  STATUTES. 

Corporations.       Chap.   I.      General 

Provisions. 

2.  Provisions  extend  to  all  cor- 

porations   6i 

3.  Corporations  not  dissolved 

by  failure  to  elect  officers  .     61 


FLORIDA. 

4.  Inherent  powers 
Chap.   III. 


61 


Corporations    not  for 
profit. 

5.  Manner  of  incorporation      .  62 

6.  Evidence  of  incorporation  .  63 

7.  Amendment  of  charter   .     .  63 

8.  Dissolution 64 

9.  Particular  denominations     .  64 
Taxation 55S 


GEORGIA. 


CONSTITUTION. 

1.  General  laws  to  be  enacted. 

Private  rights  secured      .     65 

2.  Existing  charters  protected.     65 

STATUTES. 
Chap.  I.     Axt.  IV.     Of  Corpora- 
tions Getierally. 
Sec.  I.     Their  Nature  and  Kind 

3.  Private  corporations  defined     65 

Sec.  II.     Their  Creatioti. 

4.  By  whom  created  ....     66 

5.  How  incorporated.     Associ- 

ations of  churches  may 
incorporate.  Term  of  cor- 
porate life 66 

6.  How     particular     churches 

may  incorporate.  Time- 
limit  of  charters     ...     67 

7.  Religious  societies  may  in- 

corporate in  any  county  .     67 

8.  Continuance  not  affected  by 

death  of  members.  Time 
limit  of  charters      ...     68 

9.  Powers 68 

0.  Responsible  for  acts  of  offi- 

cers   68 

Sec.  IV.     Dissolution. 

1.  State    may   withdraw   fran- 

chise      


12. 

13- 


Liability  not  affected  . 
State    cannot    dissolve 
corporations  .... 

14.  How  dissolution  is  effected 

15.  How  charter  forfeited 

16.  Surrender  of  franchise   . 


all 


68 
68 

68 
69 
69 
69 


69 
70 
70 

70 
70 


71 
71 
71 
71 


17.  Death  of  members     ...     69 

18.  Disposition  of  assets  ...     69 
Title  V.    Chap.  PHI.     Of  Trustees. 

19.  Conveyance     to     churches, 

etc.,  confirmed   . 

20.  Trustees  subject  to  church 

21.  Church  to  fill  vacancies  . 

22.  The  preceding  sections  con 

strued 

23.  Powers  of  societies     .     . 

Miscellaneous  Acts. 

24.  Record  book  to  be  kept  by 

clerk  of  court     .... 

25.  Charters  to  be  recorded  .     . 

26.  Record  validates  charter     . 

27.  Fee.    Copies  to  be  evidence 

28.  Orders  of  courts  since  1876 

ratified 71 

29.  Section  1677  of  the  Code  re- 

enacted     72 

30.  Legal    residence,    how 

changed 72 

31.  Contracts  validated     ...     72 

32.  Administration  of  charitable 

trusts 72 

33.  Charters,  how  revived     .     .     72 

34.  Charters  granted  since  No- 

vember, 1889,  ratified 

35.  General    Assembly    cannot 

amend  charters  of  certain 
towns  or  of  any  churches, 
etc 

36.  Amendments  to  such  char- 

ters to  be  granted  by  the 

courts 74 

Taxation 559 


73 


73 


Syllabus  of  Laws. 


XX. X 


IDAHO. 


CONSTITUTION. 

1.  General  laws  to  be  passed  .     75 

2.  Charters  may  be  annulled  .     75 

REVISED  STATUTES. 
Title  IV.     Chap.  I.     General  Pro- 
visions. 

3.  Private    corporations,    how- 

formed       75 

4.  For  any  lawful  purpose  .     .     75 

5.  Articles  of  incorporation     .     76 

6.  Contents  of  articles    ...']() 

7.  Articles,  how  subscribed  and 

acknowledged    ....     76 

8.  Articles,  where  filed.     Cer- 

tificates       76 

9.  Articles  to  be  evidence    .     .     ']6 

10.  Members 76 

11.  Articles    to    be    filed    with 

county   recorder.     Effect 

of  failure  to  file       ...     77 

12.  By-laws,  when,  how  and  by 

whom  adopted    .     .     .     .     jj 

13.  Directors,  election  of  .     .     .     "jj 

14.  By-laws,  what  they  may  pro- 

vide        jj 

1 5.  By-laws  to  be  recorded,  how 

amended 78 

16.  Directors,  how  elected,  and 

who  to  be 78 

17.  Directors   to   be   elected  at 

first  meeting 79 

18.  Directors,  election  of,  to  be 

by  ballot 79 

19.  Directors,  officers  of,  duties, 
and  quorum 79 

20.  Directors,      how      removed 

from  office 79 

21.  Justice  of  peace  may  order 

meeting 80 

22.  Majority     must     be    repre- 

sented   80 

23.  Election  postponed     ...     80 

24.  Complaints  regarding  elec- 

tions      80 

25.  Meetings     by     unanimous 

consent 81 


26.  Proceedings      of      consent 

meetings  binding   ...     81 

27.  Meetings,  where  to  be  held.     81 

28.  Meetmgs  of  directors,  how 

called  when  no  provision     81 

29.  Members  liable  for  propor- 

tion of  debts       .     .     .     .     81 

30.  Powers 81 

31.  Misnomer   does  not   invali- 

date        82 

32.  Must   organize   within    one 

year.     Legality  of  corpo- 
ration, how  ascertamed  .     82 

33.  Acquisition  of  real  property    82 

34.  Right  of  repeal  reserved     .     83 

35.  On  dissolution,  directors  as 

trustees  for  creditors    .     .     83 

36.  Charter,  how  extended    .     .     83 

37.  Existing  corporations    may 

continue 83 

38.  Existing    corporations     not 

affected 84 

39.  Chapter     I.    applicable    to 

every  corporation  ...     84 

Chap.  VIII.     Religious  Corpora- 
tions. 

40.  How  incorporated  ....     84 

41.  Articles,  additional  facts       .     84 

42.  Corporation    to   hold   prop- 

erty.   Limit  on  real  estate     85 

43.  Real  estate,  how  mortgaged 

or  sold 85 

44.  By-laws,    additional    provi- 

sions      85 

Title  VI.      Voluntary  Dissolution  of 
Corporations. 

45.  How  dissolved 86 

46.  Application,  what  to  contain  86 

47.  Application,  how  signed      .  86 

48.  Filing  application.    Notice  .  86 

49.  Objections 86 

50.  Hearing 86 

51.  Judgment  roll.     Appeal       .  86 
Taxation 559 


XXX 


Religious  Corporations. 


ILLINOIS. 


CONSTITUTION. 

1.  General  laws  to  be  passed  .     87 

REVISED  STATUTES. 
Chap.  XXXII.     Corporatiotis .     Re- 
ligions Corporations. 

2.  How  incorporated  ....     87 

3.  Form  and  effect  of  affidavit     87 

4.  Trustees,  term  of  office    .     .     88 

5.  Trustees,    failure    to     elect 
does  not  dissolve  ....     88 

6.  Trustees.    Subsequent  elec- 
tions.    Vacancies ....     88 

7.  Trustees,  removal  of .     .     .     89 

8.  Property  vested  in  congre- 

gation   8q 


9.  Real  estate,  limit  on  .     .     .     89 

10.  Trustees,  powers  of    ...     89 

11.  Existing  societies   may    in- 

corporate   90 

12.  Camp  meeting  grounds  may 

be  acquired 90 

13.  Books,  etc.,  right  to  publish     90 

14.  Property,     right     to     limit 

amount  reserved     ...    90 

15.  New    corporations     to     be 

formed   only   under  this 
act 90 

16.  Existing    corporations    not 
aftected  by  repeal ....     91 

17.  Particular  denominations    .     91 
Taxation 559 


INDIANA. 


CONSTITUTION. 

1.  General  laws  to  be  passed  .     92 

STATUTES. 

Chap.    XXL     Coyporations   gener- 
ally. 

2.  Order  of  court  as  evidence  .     92 

3.  Articles  to  be  filed  with  sec- 

retary of  state     ....     92 

4.  To   continue   after   dissolu- 

tion   92 

Chap.  XXVI.  Corporations — Associ- 
ations. 

5.  How  incorporated.    Articles     93 

6.  Articles,    where    filed,    are 

evidence 93 

7.  Powers 93 

8.  Officers   and    agents.      By- 

laws.    Records ....     94 

9.  Property,  how  acquired  .     .     94 

10.  Existing     corporations     af- 
fected ........     94 

Chap.  XXXI.  Corporations,  Church- 
es.    Art.  I.  By  Union. 

11.  Union,  how  effected    ...     94 

12.  Certificate  to  be  filed  ...     94 

13.  Trustees     a       corporation. 

Name.     Powers      ...     95 


14.  Property  conveyed  to  new 

corporation 95 

15.  Powers  and  liabilities  vested 

in  new  corporation      .     .  95 

16.  By-laws 95 

17.  Officers 96 

Incorporation  of  Synods,  etc. 

18.  How  effected g6 

19.  Notice  of  purpose  ....  96 

20.  Notice,  contents  of      ...  96 

21.  Notice,  how  given  ....  96 

22.  Name,  adoption  of.     Trus- 

tees to  be  elected   ...  96 

23.  Vacancies,  how  filled.  Term 

of  service 97 

24.  Record,  contents  of    ...  97 

25.  Certified    copy    of    record. 

Filing,     Fee 97 

26.  Certified  copy.     Evidence  .  97 

27.  Powers 98 

28.  Record,  where  to  be  filed     .  98 

29.  By-laws 98 

30.  Property,  sale  of    ....  99 

Art.  Ill    Educational  and  Benevo- 
lent Societies. 

31.  Trustees  to  be  incorporated 

by  election 99 


Syllabus  of  Laws, 


XXXI 


32.  Certificate  of  election  must 

be    recorded.     Limit  on 
real  estate 99 

33.  Limit  upon  personal  prop- 

erty   100 

34.  Trustees,   power  to  sell  or 

loan 100 

35.  Seal 100 

36.  Officers  and  record     .     .     .   100 

37.  Trustees,  terms  of  service. 

Vacancies 100 

38.  Trustees  may  hold  over  .     .  100 

39.  Treasurer,  bond  of     .     .     .   loi 

40.  By-laws,  trustees  may  make  loi 

Chap.     XXXVII.      Corporations — 

Lodges  and  Societies.    Art.  I. 

Generally. 

41.  May    hold    lands.      Limit. 

Trustees  to  be  elected     .  loi 

42.  Society  defined loi 


43.  Trustees,  notice   and  place 

of  election loi 

44.  Clerk,  poll-list   and   certifi- 

cate   102 

45.  Certificate,  as  evidence  .     .  102 

46.  Trustees,  term  of  office  and 

removal 102 

47.  By-laws 102 

48.  Trustees,   may  be   selected 

by  usage 102 

49.  Trustees,  a  corporation   .     .  102 

50.  Name,  how  changed  .     .     .  103 

51.  Lands,  how  accjuired  .     .     .  103 

52.  Personality,  limit  of    .     .     .  103 

53.  Trustees    may    dispose    of 

property 103 

54.  Dissolution  and  revival  .     .  103 

55.  Existing  societies  affected    .  104 

56.  Officers  may  be  trustees  .     .  104 

57.  Particular  denominations    .  104 
Taxation 559 


IOWA. 

STATUTES.  Chap.  XL.  Laws  of  1874.   Changes. 

14.  Change  of  name. 


Title  IX.    Of  Corporations. 
Chap.  I.   Of  Corporations  for  Pecu- 
niary Profit. 

1.  Who  may  incorporate     .     .  105 

2.  Powers 105 

3.  Articles  and  certificates  .     .   106 

4.  Notice  to  be  published     .     .  106 

5.  Notice,  contents  of     .     .     .  106 

6.  When   to  commence   busi- 

ness       106 

7.  Articles,  how  amended  .     .   106 

8.  Dissolution  prior  to  date  in 

articles 107 

9.  Notice  of  dissolution  .     .     .   107 

10.  Dissolved     corporations    to 

continue  for  settlement    .  107 

11.  Charters,    etc.,     subject    to 

alteration 107 

Chap.    II.     Of    Corporations  other 
than  those  for  Pecimiary  Profit. 

12.  How    incorporated.     Dura- 

tion   107 

13.  Articles  to  be  recorded  .     .108 


Amend- 
ing articles 108 

15.  Changes,  how  effected     .     .   108 

16.  Changes,  record  of     .     .     .108 

17.  Changes  do  not  affect  pow- 

ers or  liabihties  ....  109 
Religious  Associations,  etc. 

18.  How  incorporated .     .     .     .109 

19.  Certificate  to  be  filed.    Pow- 

ers     109 

20.  Trustees  to  be  elected.  Quo- 

rum.   Ecclesiastical  body 
may  elect 109 

21.  Trustees,    failure    to     elect 

does  not  dissolve    .     .     .110 

22.  Name  of  existing  corpora- 

tion must  not  be  used    .  no 

23.  Property  by  bequest.    Limit  no 

24.  Existing  corporations   may 

reincorporate      .     .     .     .   n  i 
Title  XIII.     Of  Rights  of  Property. 

25.  Church   organizations   may 

lease  granted  property     .   \\\ 
Taxation 560 


XXXll 


Religious  Corporations. 


KANSAS. 


CONSTITUTION. 

1.  General  laws  to  be  adopted  112 

2.  No  individual  liability     .     .112 

3.  Title  vests  in  trustees  .     .     .112 

STATUTES. 

Chap.  XXIII.     Corporatiotis. 

Art.  I.  Preliminary  Provisions. 

4.  Private  corporations  defined  112 

Art.  2.   Creation. 

5.  How    incorporated.     Mem- 

bers must  vote  .     .     .     .112 

6.  Purposes 113 

7.  Charter,  contents  of  .     .     .113 

8.  Name.       Amendments     to 

charier 113 

9.  Charter,    to   be   subscribed 

and  acknowledged      .     .113 

10.  Charter  to  be  filed.     Copy 

to  be  evidence   .     .     .     .113 

11.  Date  of  corporate  life  .     .     .  114 
Art.  3.  Powers  and  Duties. 

12.  Powers 114 

13.  Rights  saved  as  against  re- 

peal   114 

14.  Change  of  name  or  number 

of  directors,  when  valid  .  115 

15.  Change  of  name  to  be  pub- 

lished    115 

16.  Quorum.     Vacancies.     An- 

nual elections     .     .     .     .115 

17.  Officers,  oath  of  office     .     .115 


18.  By-laws,  how  adopted  and 

changed    

19.  Directors,  increase  in  num- 

ber   

20.  Failure  to  elect  does  not  dis- 

solve    ...'.... 

21.  Religious  corporations,  pow- 

ers of  trustees     .... 

22.  Duration,  how  extended 

23.  Property,     limitation    upon 

use  of 

24.  Debts  of  members  may  be 

recovered  

25.  General  office  to  be  within 

the  State 

Art.  4.   Miscellaneous  Provision 

26.  Misnomer   does  not   defeat 

gifts,  etc 

27.  Lands,  how  conveyed     .     . 

28.  Records  to  be  evidence  .     . 

Art.  J.    Dissolution. 

29.  How  ordinarily  effected  .     . 

30.  Failure  to  operate  dissolves 

31.  Directors  to  be  trustees   .     . 

32.  Trustees,  liability  of  .     .     . 
Art.  14.     Religions  Corporatioh 

33.  How     incorporated.     Trus- 

tees cannot  interfere  with 
spiritual  officers  .  .  . 
Charter,  contents  of  .     .     . 


34. 


15 

16 

16 

16 
16 

17 

17 

17 
s. 

17 
17 
18 

18 
18 
18 

18 


Taxation 560 


KENTUCKY 

CONSTITUTION. 

1.  Cestui  que  trust.   No  special 

charters 120 

2.  Constitution  to  be  accepted  120 

3.  Limitation    upon     business 

and  real  estate  .     .     .     .120 

4.  Office  and  agent  obligatory  120 

STATUTES. 
Chap.  XVII.     Religious  Societies. 

5.  Grants  valid 121 

6.  Charity    not    defeated    for 

want  of  trustee  .     .     .     .121 

7.  Limit  upon  real  estate    .     .121 


8.  Trustees  to  be  appointed  by 
beneficiary 121 

9.  Trustees,  powers    .     .     .     .121 

10.  Schism  or  division,  rights  of 
parties 122 

11.  Dissolution,   title,  in  whom 
vested 122 

12.  Saleof  property  for  reinvest- 
ment      122 

Chap.  XXXII.     Corporations,  Pri- 
vate.    Art.  I.  General. 

13.  Office  and  agent  obligatory. 
Penalty 122 


Syllabus  of  Laws. 


XXXlll 


Art.  VI  11.  Religious  Instituiiotis. 

14.  How    incorporated.      Con- 

tents of  articles  .     .     .     .  123 

15.  Certificate   validates   incor- 

poration. Powers.  Trusts 
protected 123 


16.  By-laws.     Limitation    upon 

powers 124 

17.  Amendments,  how  effected  124 

18.  Provisions   of  general    law 

not  applicable,  except  as 

to  agent 124 

Taxation 561 


LOUISIANA. 


CONSTITUTION. 
T.  Powers  of  General  Assem- 
bly    125 

2.  Limitation  on  business  and 

real  estate 125 

3.  General  laws  to  be  enacted  125 

CODE. 

Title  X.   Of  Corporations.     Chap. 

I.  Nature,  etc. 

4.  Two  classes 125 

5.  Religious   corporations    de- 

fined      126 

Chap.  II.     Rights,  Incapacities,  etc. 

6.  Authorization  and  name      .  126 

7.  Powers 126 

8.  Succession 126 

9.  Estate    and    power    vested 

only  in  corporation     .     .126 

10.  Right  to  elect  officers      .     .126 

11.  Officers,  duties  and  powers  127 

12.  Majority  rules 127 

13.  Unauthorized     corporations 

must  act  in  name  of  indi- 
viduals       127 


Chap.  III.     Dissolutio7i. 

14.  How  dissolved 127 

REVISED  LAWS. 

Corporations  for  Religious  Purposes, 
etc. 

15.  How     incorporated.      Con- 

tents   of   act.     Approval 
and  record 128 

16.  Procedure  in   case    district 

attorney  refuses      .     .     .128 

17.  Amendments,  how  made     .  129 

18.  Powers 129 

19.  Additional  powers .     .     .     .  129 

20.  Limit  of  value   upon  prop- 

erty. Bequests  /«  articulo 
mortis 130 

Alterations  of  Charters,  etc. 

21.  Alterations  lawful  .     .     .     .130 

22.  Alterations,  how  effected     .  130 

23.  Procedure  when  district  at- 

torney refuses     .     .     .     .131 
Taxation 561 


MAINE. 


CONSTITUTION. 

1.  General  laws  to  be  enacted. 

Exceptions 133 

STATUTES. 
Title  I.  Chap.  I.  Rules  of  Construc- 
tion. 

2.  Acts   of    incorporation    are 

public  acts.     Time  limit 
for  organization      .     .     .133 
Title  II.    Chap.  XII.    Parishes  a?id 
Religious  Societies. 

3.  Mode  of  calling  a  meeting 

to  incorporate     ....  133 


4.  Election  of  officers  incorpo- 

rates.    Name     ....  134 

5.  Powers.      Limitation     upon 

property.      By-laws     .     .  .134 

6.  Meetings,  how  called.    Offi- 

cers.    Assessors     .     .     .134 

7.  Powers     of    moderator    of 

meeting 134 

8.  When     meetings    may    be 

called 134 

9.  Procedure  in  case  assessors 

refuse 134 

10.  When  no  meeting  for  three 

years 134 


XXXIV 


Religious  Corporations. 


1 1 .  For  what  purposes  may  raise 

money.  Assessments  col- 
lectible       134 

12.  Assessments  may  be  levied 

on  pews 135 

13.  Payment  enforced  by  sale  of 

pews 135 

14.  Effect  when  pew  owner  gives 

notice  of  intention  not  to 
occupy  pew 135 

15.  Insurance  maybe  secured. 

Application  of    ...     .   135 

16.  Admission  to  parish    .     .     .   136 

17.  Persons  to  be  deemed  mem- 

bers     .......  136 

18.  No  person  compelled  to  be- 

long to  a  parish.     With- 
drawal  136 

19.  Voters  at  parish  meetings    .   136 

20.  Deacons   of    churches    are 

corporations 136 

21.  Ministers  and  officers,  pow- 

ers of.     Limitation      .     .137 

22.  Power    to     convey    certain 

church  estate  limited  .     .137 

23.  Records  open  to  inspection  137 

24.  Treasurer  may  be  appointed 

collector,  and  allow  dis- 
count     137 

Meeting  Houses. 

25.  How   parish    may    become 

owner  of  pews   .     .     .     .138 

26.  Appraisal  of  pews  in   case 

of  dissent 138 

27.  Persons  may  incorporate  to 

hold  a  meeting-house      .   138 

28.  Owners  may  repair  or   dis- 

pose of  meeting-houses   .   138 

29.  Appraisal   and   disposal   of 

pews.     Proceeds  of  sale. 
Taxes  and  agents  .     .     .138 

30.  Proprietors  dissenting  enti- 

tled to  their  interest    .     .139 

31.  Owners  of  meeting-houses 

and  pews   may  incorpo- 
rate   139 

32.  -Election  of  officers  incorpo- 

rates.   Name     ....  140 


33.  Rights  and  powers      .     .     .  140 

34.  Meetings    of   owners,    how 

called 140 

35.  Division   of  time,   different 

denominations  may  ob- 
tain   140 

36.  Division  of  time,  procedure 

to  obtain 140 

37.  Division,  proportion  of  mi- 

nority to  be  appraised     .  141 

38.  Division,  i  expenses,     how 

paid 141 

39.  Division,  minority  may  oc- 

cupy their  proportion  .     .   141 

Title  IV.    Chap.  XL  VI. 
Corporations. 

40.  Chap.  XLVI  applies  to  all 

corporations 141 

41.  Powers 141 

42.  By-laws,  contents  of  .     .     .  142 

43.  Officers  hold  over  until  suc- 

cessors are  elected.  Ma- 
jority of  members  may 
object  to  irregular  elec- 
tion   142 

44.  Special  meeting  for  election 

of  officers,  provisions  .     .   142 

45.  Clerk  of  corporation  to  file 

certificate  of  his  election  142 

46.  Existence  of  dissolved  cor- 

porations   extended    for 

three  years 142 

Chap.  L  V.    Charitable  Societies,  etc. 

47.  Meeting   for  incorporation, 

how  called 143 

48.  Notice  of  the  meeting,  how 

given    . 143 

49.  Manner  of  organizing     .    -.   143 

50.  What  estate  may  be  held. 

Purposes   , 143 

51.  Charitable  corporations 'not 

to    sue    members   or   be 
sued  by  them     ....  143 
Miscellaneous  Provisions. 

52.  Ministerial  and  school  lands  144 

53.  Particular  denominations     .  144 
Taxation 561 


Syllabus  of  Laws, 


XXXV 


MARYLAND. 


CONSTITUTION. 
T.  Sanction  of  Legislature  must 
be  secured,  except  for  five 
acres i45 

2.  General  laws  to  be  enacted. 

Charters  repealable     .     .  i45 

STATUTES. 
4rt.  XXIII.     Corporations,  Miscel- 
laneous. 

3.  Deeds  may  be  acknowledg- 

ed by  attorney  ....   146 

4.  Majority  of  board  validates 

acts 146 

5.  Copy  of  by-law  to  be  evi- 

dence   146 

6.  Records.       Annual      state- 

ment      146 

Formation. 

7.  Who  may  incorporate.  Pur- 

poses     146 

8.  Trustees  are  corporators      .   147 

Gejieral  Regulations. 
o.  Certificate  of  incorporation. 
Contents.     Limit  of  cor- 
porate life 147 

10.  Certificate  to  be  submitted 

to  judge 148 

11.  Certificate  to  be  recorded    .   148 

12.  Record  of  certificate  incor- 

porates       148 

13.  Copy  of  certificate  to  be  evi- 

dence    148 

14.  Amendments,  how  made     .  149 

15.  Fees.    Endorsement  by 

clerk  of  court     ....   149 

16.  Powers,  general   provision. 

Regulations 149 

17.  Succession 149 

18.  To  sue  and  be  sued    .     .     .   149 

19.  Seal 149 

20.  Hold  property  and  conduct 

business 149 

21.  Appoint  officers  and  agents  150 

22.  By-laws,  how  made.      Must 

be    confirmed   by  mem- 
bers   1 50 


23.  Only  charter   powers  to  be 

exercised 150 

24.  Trustees  to  manage  proper- 

ty and  to  be  elected  by 
members  annually.  No- 
tice of  meetings  .     .     .     .150 

25.  Vacancies  among   trustees, 

how  filled 151 

26.  Failure  to  elect  trustees  does 

not  dissolve  or  invalidate  151 

27.  Corporations   subject  to  fu- 

ture legislation  .     .     .     .151 
Religions  Corporations. 

28.  How  incorporated  .     .     .     .151 

29.  Powers.     Limitation     upon 

mortgage  and  income      .   152 

30.  Succession  to  be  by  election 

and  church  usage  .     .     .152 

31.  Minister  a  member  of  cor- 

poration      152 

32.  Contests  to    be   settled   by 

arbitration 153 

33.  Qualifications  of  voters  and 

officers.     Name      .     .     .153 

34.  Plan   to    be   acknowledged 

and  certified 153 

35.  Plan  to  be  filed  with  clerk 

of  court 154 

36.  Amendments,  how  secured  154 

37.  Meetings.     Quorum.     Rec- 

ord.    By-laws    .     .     .     .154 

38.  Withdrawing  members  au- 

thorized to  form  new  cor- 
poration      154 

39.  Trustees  to  convey  lands  to 

corporation 154 

40.  Majority  vote  of  members. 

Bill  to  be  filed    .     .     .     .155 

41.  Contents  of  bill     .     .     .     .155 

42.  Order  of  court,  to  show  cause  155 

43.  Decree  of  court.    Who  may 

be  receivers 1 56 

44.  Receivers,  powers  of  .     .     .   1 56 

45.  Article  XXIII  apphcable  to 

all  corporations .     .     .     .   1 56 

46.  Particular  denominations     .  157 
Taxation 562 


XXXVl 


Religious  Corporations. 


MASSACHUSETTS. 


CONSTITUTION. 

1.  Powers  of  churches.  Rights 

of  members 158 

STATUTES. 

Title   IX.     Chap.    XXXVIII.     Of 

Parishes  and  Religious  Societies. 

General. 

2.  Religious  societies  to  be  bod- 

ies    corporate.      Powers 
and  rights  confirmed  .     .158 

3.  Existing  societies,  status  of  .   159 

4.  Privileges  of  churches  con- 

nected with  religious  so- 
cieties   159 

5.  Membership  and  its  liabili- 

ties   159 

6.  By-laws 159 

7.  Women  and  non-residents 

may  be  admitted  as  mem- 
bers   1 59 

8.  None  but  members  to  vote  .   1 59 

9.  Annual    meeting.     Officers 

to  be  chosen 160 

10.  Moderator,  clerk,  etc.,  how 

chosen 160 

11.  Prudential   affairs,    who   to 

manage 160 

12.  When  justice  may  call  meet- 

ing   160 

13.  Warrant  for  meeting,  what 

to  contain 160 

14.  Meetings,  how  warned    .     .160 

15.  Who   to   preside.     Officers, 

how  sworn 161 

16.  Moderator's    powers.     Dis- 

orderly     conduct,     how 
punished 161 

17.  Choice  of  collector      .     .     .  161 

18.  Filling  of  vacancies    .     .     .   161 

19.  Objects  for   which    money 

may  be  raised    ....   161 

20.  Taxes    to    be  assessed   on 

property 162 

21.  Corporations  and  trusts  not 

to  be  taxed 162 

22.  Collection  of  taxes      .     .     .  162 


23.  Pews  may  be  taken    down 

or  house  sold     ....   162 

24.  Parishes  are  societies  .     .     .  162 
Religious  Societies  as  Corporations. 

25.  How  incorporated.     Powers  162 

26.  Mode  of  calling  first  meet- 

ing   162 

27.  Application  to  justice.     Or- 

ganization secures  incor- 
poration     163 

Corporations  of  Proprietors  of  Meet- 
ing-houses. 

28.  How  incorporated.     Powers  163 

29.  Amount     of    estate    which 

may  be  held 164 

30.  Copy  of  record  to   be   left 

with  town  clerk .     .     .     .164 

31.  Money  may   be   voted    for 

alteration 164 

32.  Any  religious   society   may 

raise   money   for    altera- 
tions       164 

33.  Meeting  to  vote  alterations, 

how  called 164 

34.  Assessment   and   collection 

of  money 164 

35.  Sale  of  pews   for  non-pay- 

ment of  assessments    .     .   165 

36.  Affidavit  of  notice  of  sales 

made  evidence  ....   165 

37.  House  may  be  sold  or  pews 

taken  down 165 

38.  When  pew   owner  not   en- 

titled to  compensation     .   165 

39.  Assessments    on    pews     in 

houses  built  after  1845     •   ^66 

40.  Assessments    on    pews     in 

houses  built  prior  to  1845   166 

41.  Pews  to  be  purchased  at 

appraisal 166 

42.  Powers,  etc.,  of  corporations 

which  comply  with   pre- 
ceding sections  ....   166 

43.  Pews  to  be  personal  estate  166 

44.  All  corporate  powers  subject 

to  alteration 166 


Syllabus  of  Laws. 


XXXVll 


Chap.  XXXIX.     Of  Donations  for 
Pious  Uses,  etc. 

45.  Deacons,  church    wardens, 

etc.,  made  bodies  corpo- 
rate   167 

46.  Ministers,  when  to  be  joined 

in  body  corporate  .     .     .167 

47.  Ministers  may  take  in  suc- 

cession   any     parsonage 
land 167 

48.  Conveyance  not  vaUd  with- 

out consent  of  church,  etc.   167 

49.  Conveyance     by    minister, 

when  valid 167 

50.  Committees    of   audit  with 

deacons.     Suits    against 
deacons 168 

51.  Limit  upon  income     .     .     .168 

52.  Unincorporated  societies 

may  hold  donations  and 
elect  trustees      ....   168 

53.  Any  societies  may  appoint 

trustees  and  make  rules. 
Vacancies 168 

54.  Chap.  CV  applies  to  all  cor- 

porations   168 

55.  Existing  corporations,  status 

of 169 

56.  Acts  of  incorporation  since 

1831  subject  to  alteration. 

Rights  and   reservations  169 

57.  Powers      .......  169 

58.  By-laws 169 

59.  May  convey  lands     .     .     .  170 

60.  Time-limit  tor  organization  .  170 

61.  When  and  how  justice  may 

call  a  meeting    ....  170 

62.  Powers    of    corporation    at 

special  meeting .     .     .     .170 

63.  How*  dissolution    may    be 

secured 170 

64.  Existence  of  dissolved  cor- 

poration    continued     for 
three  years    ' 170 

65.  Receivers  may  be  appointed  171 

66.  Jurisdiction  of  court   .     .     .   171 

67.  Receivers,  powers  and  du- 

ties   171 


68.  Decree  of  dissolution  to  be 

reported   to  secretary    of 
commonwealth  .     .     .     .171 

Chap.  CVI.    Formation  of  Corpora- 
tions. 

69.  Notice  of  meeting  ....   171 

70.  Organization,  how  effected. 

By-laws 172 

71.  Certificates  of  organization 

and  incorporation  .     .     .  172 

72.  Elections  of  officers.  Agents  173 

Chap.    CXV.      Of  Associations  for 
Charitable  Purposes,  etc. 

73.  How  incorporated  ....  173 

74.  Purposes 174 

75.  Contents  of  agreement    .     .  174 

76.  Organization.     Fee     .     .     .  174 
TJ.  By-laws 174 

78.  May  have   trustees   instead 

of  directors 174 

79.  May  hold  property,  and  re- 

ceive gifts.     Limit   upon 
property 175 

80.  Existing  corporations   may 

adopt  provisions  of  this 
chapter 175 

81.  Form  of  certificate  of  organ- 

ization.    Certificate  to  be 
evidence 175 

Appointine7tt  of  Trustees. 

82.  Trustees  may  be  appointed. 

Powers 176 

Incorporatio7t  of  Churches. 

83.  Churches  may  be  incorpo- 

rated      177 

84.  Notice  of  meeting  ....  177 

85.  Election     of     officers     and 

standing  committee    .     .   177 

86.  By-laws 177 

87.  Standing  committee  to  cer- 

tify    organization.     Fees  177 

88.  Members  and  voters  .     .     .178 

89.  Deacons  may  convey  trust 

estates  to  church     .     .     .178 

90.  Religious  societies  may  con- 

vey estate  to  church   .     .178 


xxxvui 


Religious  Corporations. 


Restrictions  on  Real  Estate. 

91.  Time-limit  as  to  restrictions 

on  real  estate  not  appli- 
cable to  religious  gifts     .   178 
Collection  of  Taxes. 

92.  Taxes  not  to  be  assessed  on 

polls    or    estates    except 
pews 179 

93.  Sec.  XXI.  Chap.  XXXVIII, 

repealed 179 

By-laws. 

94.  Religious    societies    may- 

make  by-laws     .     .     .     .179 


Extinct  Churches. 
95.  Records  to  be  delivered  to 

clerk  of  town      .     .     .     .179 

Grotinds  of  Religious  Associations. 

96.  Bounds  for  annual  sessions, 

how  defined 179 

97.  May  appoint  officers  of  the 

peace 180 

98.  Fines,  limit  upon      .     .     .180 

99.  Powers,  limit  upon    .     .     .180 
TOO.  Particular  denominations  .   180 

Taxation 562 


MICHIGAN. 


CONSTITUTION. 
General  laws  to  be  enacted  181 
Time-limit  of  charters     .     .181 
Limitation  on  real  estate     .   181 
Notice  of  alterations  of  char- 
ters       ,     ,     .  181 

STATUTES. 
Churches,  etc. 
How  incorporated .     .     .     .  181 
Minister  may  be  president. 

Qualifications  of  voters  .   182 
Notice  of  election  .     .     .     .182 
Inspectors  of  election.    Cer- 
tificates of  trustees  .     .     .182 
Certificates  to  be   acknowl- 
edged and  recorded    .     .183 
Common  seal.     Trustees  to 
take  possession  of  prop- 
erty   183 

Rights  and  powers  of  trus- 
tees.    Limit    upon     real 

estate 183 

Powers  of  trustees  over  prop- 
erty.    Limitations  .     .     .184 
Trustees  to  manage  tempo- 
ralities   184 

Officers  of  trustees.     Duties 

of  clerk 185 

Trustees,   meetings.     Presi- 
dent to  have  casting  vote  185 
,  Trustees,    term     of    office. 
Annual    election    of  full 
board 185 


17.  Annual  meeting,  time  how 

changed.     Notices      .     .185 

18.  Election  of  trustees,  time  of  186 

19.  Stated  hearers  to  be  voters  186 

20.  Clerk     to     register     stated 

hearers 186 

21.  Trustees  not  to  fix  salary  of 

minister 186 

22.  Real  estate,  how  sold      .     .187 

23.  Notice    of    application     for 

order  of  sale 187 

24.  Real  estate   to   be   held   in 

trust 187 

25.  No   church    officer  to   hold 

property  as  such     .     .     .187 

26.  No'ecclesiastical  law  or  cus- 

tom to  affect  the  tenure  of 
real  estate 188 

27.  Certain    devises,    etc.,   void 

unless  made  to  corpo- 
ration   188 

28.  Existing  societies  confirmed, 

subject  to  this  act.  Va- 
cancies. Reincorpora- 
tion after  dissolution    .     .189 

29.  Act  applies  to  all  religious 

societies 189 

30.  How  corporations  may  unite  189 

31.  Record  of  articles  incorpo- 

rates.    Powers  .     .     .     .190 

32.  Property  of  dissolved  church 

controlled  by  denomina- 
tion   191 


Syllabus  of  Laws. 


33.  By-laws   for  registration   of 

voters 191 

Appomtmoit  of  Trustees,  etc. 

34.  Trustees  for  the  denomina- 

tion, how  chosen     .     .     .191 

35.  Other  acts  repealed    .     .     .191 

36.  Legal  organization  presum- 

ed after  ten  years  .     .     .192 
Change  of  Name. 

37.  How  changed 192 

38.  Certificate  of  vote  ....   192 

39.  Record  of  certificate    vali- 

dates change      .     .     .     .192 

Incorporation   of  Ecclesiastical 
Bodies. 

40.  How  incorporated  ....  192 

41.  Corporation  may  hold  prop- 

erty.     Limit.      Purposes  193 

42.  Report  on  property.    Name, 

how  changed     ....  193 
Exercise  of    Corporate    Powers    by 
Religious  Associations. 

43.  How  incorporated  .     .     .     .   193 

44.  Certificate  of  election  when 

recorded  to  be  evidence 

of  incorporation      .     .     .  194 

45.  Seal.  Powers.  Conveyances  194 

Chap.      CLXXXII.     Incorporation 
of  Presbyterian   Churches. 

46.  Certificate   of  organization, 

contents  of 195 

47.  Record  of  certificate  incor- 

porates       195 

48.  When    only    one     deacon, 

elders  to  be  members      .  196 

49.  Who  to  be  members  of  cor- 

poration     196 

50.  Corporation  without  officers 

not  to  be  dissolved      .     .   196 

51.  Existing  corporations   may 

organize  under  this  act    .  196 

52.  Powers 197 

53.  May  erect  churches,  etc.      .  197 

54.  Salary  of  minister  .     .     .     .  197 
Chap.   CXCI.  General  Provisions. 

55.  Powers 197 


56.  By-laws,  contents  of  .     .     .  198 

57.  First  meetings 198 

58.  Special    meeting     may    be 

called  by  justice     .     .     .   198 

59.  Meetings  by  unanimous  con- 

sent valid 198 

60.  Consent    meetings,    powers 

of 199 

61.  Power       to      hold      lands. 

Amendments  to  articles  .  199 

62.  Dissolved    corporations    to 

continue  three  years  .     .   199 

63.  Charters  since  1839  ""^^Y  be 

repealed.     Exception      .  199 

Title  XXXII.     Chap.  CCLXXXII 
Voluntary  Dissolution,  etc. 

64.  Provisions    for    dissolution, 

etc.,  inapplicable  to  reli- 
gious corporations .     .     .  200 
Chap.  CLXX  a.   Religioits  Societies, 
etc. 

65.  Who  may  incorporate     .     .  200 

66.  Record  of  articles  incorpo- 

rates      200 

()"] .  Articles,  contents  of  .     .     .  200 

68.  Powers.  Limit  and  purposes 

of  property 201 

Chap.    CLXX  VI II.  Religious   Con- 
ferences, etc. 

69.  How  incorporated  ....  201 

70.  Limitation    upon    property. 

Taxation 201 

71.  Report  of  affairs     ....  202 

72.  Articles  to  be  filed,  and  are 

evidence 202 

73.  Articles,  contents  of.     Con- 

ditions of  trusts  ....  202 

Chap.     CLXXVIIIa.     Corporations 
for  Religious  Knowledge,  etc. 

74.  Who  may  incorporate     .     .  202 

75.  Method     of    incorporation. 

Articles  to  be  evidence    .  203 

76.  Articles,  contents  of  .     .     .  203 
'j'j.  Limitations  upon  property. 

Property  in  other  countries  203 
78.  Church  building  only,  non- 
taxable       204 


xl 


Religious  Corporations. 


79.  Loan,  gifts  and  trusts      .     .  204 

80.  Trustees,  election  and  terms 

of  office 204 

Si.  Records  to  be  kept     .     .     .  204 

82.  Powers.    By-laws    ....  205 

83.  Failure  to  elect  trustees  does 

not    impair.      Vacancies  205 

84.  Method  of  reincorporation  .  206 

85.  Corporations  existing  under 

Chap.    CLXXVIII    may 

reincorporate     ....  206 

86.  Articles,  how  amended  .     .  207 

87.  Reports  to  state  officers  .     .  207 


Chap.   CLXXIXa.     Bequests. 

88.  Bequests  for  minister's  sala- 

ry, how  held.     Limit  .     .  207 
ReorganizatiiVi  of  Religious    Corpo- 
rations,  etc. 

89.  Charter,  how  extended.  Ex- 

ceptions      208 

90.  Powers  and  liabilities      .     .  209 

91.  Particular  denominations  209-10 

92.  Limit  upon  number  of  trus- 

tees in  large  churches     .  209 

93.  Amendment  of  articles    .     .  210 
Taxation 562 


MINNESOTA. 


CONSTITUTION. 

1.  Definition  of  corporation     .211 

2.  General  laws  to  be  passed  .  211 

STATUTES. 
Chap.  XXXIV.     Title  IV.     Relig- 
ious Corporations. 
(7)   Organization  by  trustees. 

3.  How  incorporated  .     .     .     .211 

4.  Election  of  president.  Qual- 

ifications of  voters      .     .211 

5.  Noticeof  election  to  be  given  212 

6.  Meeting   for   election,    how 

conducted.       Certificates 

of  election 212 

7.  Certificate  to  be  recorded     .  212 

8.  Seal,  and  custody  of  prop- 

erty   212 

9.  Powers.     Limit  upon  prop- 

erty   212 

10.  Repair      and     erection     of 

churches 213 

11.  Regulations     for     manage- 

ment      213 

12.  Treasurer  and  clerk    .     .     .  213 

13.  Special  meetings.    Majority 

a  quorum 213 

14.  Term  of  office  three  years. 

Annual  elections     .     .     .213 

15.  Notice  of  new  elections  .     .214 

16.  Qualification  of  voters  after 

first  meeting 214 

17.  Register  of  stated  hearers  to 

be  kept 214 


18.  Salary    of   minister    to    be 

fixed  by  church       .     .     .  214 

19.  Real  estate,  how  disposed  of. 

Definition  of  society  .     .214 

20.  Prior     incorporations     con- 

firmed. Reincorporation 
after  dissolution      .     .     .216 

21.  Descent  of  property  in  the 

trustees 216 

22.  Denominational  rules  may 

control  choice  of  trustees, 
and  such  trustees  may  be 
corporations 216 

23.  Elders,    deacons,  etc.,  may 

be  trustees 217 

{2)   Organisation  by  clergy,  etc. 

24.  How  incorporated.  Articles,    ■ 

powers,  etc 217 

25.  Corporations  may  reorgan- 

ize under  section  231  .     .218 

26.  Defective  articles  of  incor 

poration  legalized  .     .     .219 

27.  Incorporation     of     existing 

churches 219 

(^)   Orga7iization  by  adoption  of 
articles. 

28.  How  incorporation  secured.  220 

29.  New   corporation    succeeds 

to  property.     Evidence   .  220 

30.  Powers.  Disposition  of  prop- 

erty   221 

31.  Prior  by-laws  in  force      .     .  222 


Syllabus  of  Laws. 


xli 


32.  Appropriations    and    con  - 

tracts,  limit  upon    .     .     .  222 

33.  Right  in  pews  unimpaired   .  222 

34.  Prior  laws  not  afifected   by 

this  act 222 

( j)  Incorporation  by  presbytery,  etc- 

35.  Incorporation     of     synods, 

etc.,  authorized  ....  222 

36.  Resolution,  contents  of  .     .  223 

37.  Certificates  to  be  filed  and 

issued 223 

38.  Amendment   of  resolutions 

of  incorporation      .     .     .  224 

39.  Failure  to  comply  with  sec- 

tion 3063  does  not  invali- 
date        224 

40.  Powers  and  limitations    .     .  224 

41.  Cannot  incumber  trust  prop- 

erty   225 

42.  Amount  of  property  subject 

to   limitation.      Meetuigs 

outside  State 225 

(7)  Miscellaneous  Provisions. 

43.  Amendment  of  articles   .     .  226 

44.  Amendments  to  be  entered 

of  record 226 

45.  Consolidation  authorized     .  226 

46.  Resolutions   to   be  adopted 

by  the  churches      .     .     .  226 

47.  Joint  worship  for  eight  Sab- 

baths      227 

48.  Powers  of  new  corporation  .  227 

49.  Irregular  incorporations 

legalized 227 

50.  Proceedings     to     change 

name  legalized  ....  228 

51.  Articles  void  for  informality 

confirmed 228 


52.  Incomplete     incorporations 

legalized 228 

Title  VIII.     General  Provisions. 
(7)  Incorporation,  etc. 

53.  Form  of  State  certificate  of 

incorporation.    Evidence  229 

54.  Certificate     for     companies 

already  incorporated  .     .  230 

55.  Approval    of    attorney-gen- 

eral   230 

56.  Amendments  of  article.  Ex- 

tension of  term  ....  230 

57.  Powers      of      corporations. 

Meetings  outside  State. 
Failure  to  elect  officers. 
Classification  of  directors.  231 

58.  First  meeting 231 

59.  When     meeting     may     be 

called  by  justice  of  the 
peace 232 

60.  Such  meeting   can  transact 

all  business 232 

61.  Meeting  by  unanimous  con- 

sent valid 232 

(^)  Dissolution. 

62.  Dissolution,  how  secured     .  232 

63.  Dissolved    corporations     to 

continue  three  years    .  .  232 

64.  Receiver,  how  appointed  .  233 

65.  Jurisdiction  of  court    .     .  .  233 

66.  Powers  of  receiver      .     .  .  233 

67.  Balance  to  be  distributed  .  233 

Miscellaneous. 

68.  Particular  denominations     .  234 
Taxation 563 


MISSISSIPPI. 


CONSTITUTION. 

1.  General  laws  to  be  enacted.  235 

2.  Charters  to  be  recorded  .     .  235 

3.  Bequests  of  real  estate  to  re- 

ligious uses  void     .     .     .  235 

4.  Bequests  of  personal  estate 

to  religious  uses  void  .     .  235 


STATUTES. 
Chap.  V.     Appeals. 

5.  Appeal  bonds,  how  executed  236 
Chap.  XXV.     Corporations. 

6.  Incorporation  authorized      .  236 

7.  How      incorporated.       Ap- 

proval of  governor     .     .  236 


xlii 


Religious  Corporations. 


8.  Procedure  in  case  of  renewal  237 

9.  Charters  to  be  recorded  .     .  237 

10.  Limit  of  corporate  life.  Pow- 

ers.    First  meeting     .     .  237 

11.  Limit  of  property  ....  238 

12.  Informal  organization  not  a 

defense 238 

13.  Execution  of  bonds  in  suits.  238 

14.  Dissolved    corporations    to 

continue  three  years   .     .  238 


15.  Religious  societies  may  or- 

ganize by  electing   trus- 
tees   239 

16.  Limit  on  real  estate  of  relig- 

ious society 239 

17.  Chapter    applicable    to    all 

corporations 239 

18.  Mortmain  restrictions      .     .  239 
Taxation 563 


MISSOURI. 


CONSTITUTION. 

1.  Liberty   of  worship   cannot 

invalidate  contracts     .     .  240 

2.  General  laws  to  be  enacted.  240 

3.  Limitation    on   powers   and 

real  estate 240 

STATUTES. 

Chap.  XLII.    Corporations,  private. 

Art.  I.     Organization,  etc. 

4.  First  meeting 240 

5.  Justice  of  the  peace  may  call 

a  special  meeting    .     .     .  241 

6.  Who  may  preside  at  special 

meeting 241 

7.  Election  of  officers,  special 

provision  when  not  held 

at  proper  time     .     .     .     .241 

8.  Failure    to    elect    directors 

does  not  dissolve     .     .     .  241 

9.  Directors  to  appoint  officers  241 

10.  Articles  of  incorporation  to 

be  filed.     Date  of  corpo- 
rate life 241 

11.  Amendments  to  articles  of 

incorporation.    Construc- 
tion of  act 242 

12.  Certificate   not  to   issue    to 

corporation,  when  .     .     .  242 

13.  Powers 242 

14.  Existing    corporations   may 

accept  provisions    .     .     .  243 

15.  Majority  validates  acts    .     .  244 

16.  Dissolution.      Directors     to 

be  trustees 244 

17.  Lands,  how  conveyed     .     .  244 


18.  Corporations  may  sue  mem- 

bers, when  and  how    .     .  244 

19.  Suits,  where  commenced     .  245 

20.  Notices,  etc.,  how  served     .  245 

21.  Records  of  corporation  evi- 

dence, when 245 

22.  Name  of  old  may  be  taken 

by  new  corporation     .     .  245 

23.  This  article  not  to  extend  to 

what 245 

Art.  10.     Religions  Associations. 

24.  How  incorporated  ....  246 

25.  Articles  to  be  submitted  to 

circuit  court.     Certificate 

to  be  the  charter     .     .     .  246 

26.  What  associations  may  in- 

corporate   247 

27.  Charters,  how  amended  .     .  247 

28.  Dues  collectible.   Individual 

liability 247 

29.  May  be  formed  to  execute 

trusts 248 

30.  What  associations  not  to  in- 

corporate.   Exception  for 
building  purposes  .     .     .  248 

31.  Records  to  be  kept     .     .     .  248 

32.  By-laws.       New    members. 

Removal  of  officers     .     .  248 

33.  May  acquire  property,  how. 

Application  of  income     . 

34.  Quo  warranto   proceedings. 

Receiver 

Existence  of  corporation 
may  be  established  when 
record  is  lost 251 

Taxation 563 


249 


249 


35- 


Syllabus  of  Laws. 


xliii 


MONTANA. 


CONSTITUTION. 
Article  75. 

1.  General  laws  to  be  enacted. 

Repeal 252 

2.  Charters  repealable     .     .     .  252 

CODES    AND   STATUTES,  1895. 

Code  of  Civil  Pjvccdure.     Part  III. 

Title  VI.     Voluntary  Dissolution 

of  Corporations. 

3.  Dissolution,  how  effected     .  252 

4.  Apphcation,  contents  of.     .  252 

5.  Application    to    be    signed 

and  verified 253 

6.  Application  to  be  filed  and 

notice  to  be  published  .  253 

7.  Objections,  filing  of    .     .  .  253 

8.  Application,  hearing  of  .  .  253 

9.  Judgment  roll.     Appeals  .  253 

Civil  Code.     Div.  I.     Part  IV. 
Title  I.     Chap.  I.     Formation  of 

Corporations. 

Art.  I.     Corporations  defined  and 

how  organized. 

10.  How  incorporated  ....  253 

11.  Purposes 254 

12.  Legislature,  power  of,  over 

charters 254 

13.  Name.      Mistake   in    name 

not  to   invalidate  instru- 
ments     254 

14.  Extension  of  corporate  life.  254 

15.  Prior   corporations    not    af- 

fected.      Previous     laws 
repealed 255 

16.  Articles     of    incorporation, 

definition 255 

17.  Articles,  contents  of   .     .     .  255 

18.  Articles,  additional  facts      .  255 

19.  Articles,    to    be   subscribed 

and  acknowledged      .     .  255 

20.  Articles  to  be  filed  and  re- 

corded.       Certificate     of 
incorporation      ....  255 

21.  Articles,  copy  of,  to  be  evi- 

dence     256 


22.  Articles    to    be    filed    with 

county  clerk 256 

'Art.  2.  By-laws,  Directors,  Elections 
and  iVIeetings. 

23.  By-laws,  how  adopted     .     .257 

24.  Directors,  election  of  .     .     .257 

25.  By-laws,  contents  ....  257 

26.  Book  of  by-laws.     Amend- 

ment and  repeal     .     .     .  258 

27.  Directors,  board   of,  must 

control.      Quorum.      Va- 
cancies       258 

28.  Directors,  when  to   be  first 

elected 259 

29.  Elections,  votes  at       ...  259 

30.  Directors,    organization    of. 

Officers.      Majority   gov-  259 
erns 259 

31.  Directors,  removal  of .     .     .  259 

32.  Meeting,  by  order  justice  of 

the  peace 260 

33.  Elections,  postponed  .     .     .  260 

34.  Elections,  complaints  as  to  .  260 

35.  Meetings     by      unanimous 

consent  valid      ....  260 

36.  Meetings  by  consent  com- 

petent for  business      .     .  260 

37.  Meetings  to  be  held  at  place 

of  business 261 

38.  Special  meetings,  how  called  261 
Chap.  III.     Corporate  Powers. 

Art.  I.     General  Powers. 

39.  Powers 261 

40.  Powers,  limitation  upon  .     .  261 

41.  Limit  of  time  for  commenc- 

ing business 261 

42.  Real  property,  limit  upon    .  262 

Art.  III.     Examination  of  corpo- 
7'afions,  etc. 

43.  Legislature,  powers  of.    Re- 

peal does  not   affect  lia- 
bility      262 

Chap.  IV.     Title  I.     Extension  and 
Dissolution  of  Corporatiotis. 

44.  Dissolution,  how  effected     .  262 


xliv 


Religious  Corporations. 


45.  When    dissolved,    directors 

to  be  trustees      ....  262 

46.  Extension  of  corporate  life.  263 

47.  Provisions  applicable  to  all 

corporations 263 

Title  VII.   Art.  i.    Religious,  Social 
and  Benevolent  Corporations. 

48.  Who  may  incorporate     .     .  263 

49.  Resolution  authorizing  trus- 

tees to  incorporate .     .     .  263 


50.  Articles  to  be  filed  and  re- 

corded   264 

51.  Articles,  additional  contents  264 

52.  Synods,  etc.,   how  incorpo- 

rated      264 

53.  Sale  and  mortgage  of  prop- 

erty   265 

Div.  11     Part  IV.     Title  VI 
Chap.  I.     Execution  of  Wills. 

54.  IMortmain  restrictions     .     .  265 
Taxation 564 


NEBRASKA. 


CONSTITUTION. 

1.  Church  support  not  obliga- 

tory.    Protective  laws  to 

be  passed 267 

2.  General  laws  to  be  enacted,  267 

STATUTES. 
Chap.  XVI.     Corporations.      Trus- 
tees of  Endowments. 

3.  How  incorporated  ....  267 

4.  Changes  in  application,  how 

effected 268 

5.  Terms  of  office,  etc.   .     .     .  268 
Religious  and  other  Societies. 

6.  Election     of    trustees     and 

clerk  by  church  usage. 
Synods,  etc.,  how  incor- 
porated       269 

7.  Record  incorporates   .     .     .  269 

8.  Powers  of  trustees  ....  270 

9.  Officers.     By-laws      .     .     .  270 

10.  Trustees,      vacancies      and 

quorum 270 

General  Provisions. 

11.  Provisions  may  be  accepted 

by  all  corporations.  Re- 
ligious corporations  need 
not  publish  annual  ex- 
hibit       271 

12.  Assets  to   be   employed  in 

accordance  with  charter  .  271 

13.  Failure  to  elect  officers,  how 

remedied 271 

14.  Real    estate,    how    sold    or 

mortgaged 271 


15.  Parties  in  interest  to  be  noti- 

fied.    Burial    places    ex- 
cepted   272 

16.  Dissolved  corporation,  trus- 

tees of 272 

17.  Title  passes  to  trustees    .     .  273 

18.  Trustees  subject  to  court  of 

chancery 273 

19.  Construction  of  chapter   as 

to  dissolution      ....  273 


20. 
21. 


23- 

24. 
25. 
26. 

27. 


29. 

30- 

31- 
32. 
33- 


73 


Corporations. 

Powers 

Powers   above   named  vest 

in  every  corporation  .  .  274 
Articles  of  incorporation  .  274 
Failure  to  organize  dissolves  274 
Public  notice  .  .  .  .•  .  274 
Contents  of  notice  .  .  .  274 
Commencement  of  business  275 
Changes,  how  effected  .  .275 
Dissolution,  consent  of  two 

thirds  of  members  neces 

sary  for  .... 
Conveyance  of  lands 
Arrears  of  dues  .  . 
Effect  of  violation  .  . 
Closing  business  .  . 
Want  of  legal  organization, 

no  defense 276 

Churches,  etc. 

34.  Denominations   may  incor- 

porate   276 

35.  Persons  incorporating     .     .  276 


275 
275 
275 
275 
275 


Syllabus  of  Laws, 


xlv 


36. 

37- 
38- 


39- 


Articles  to  be  adopted,  sub- 
scribed, and  recorded      .  276 

Who  are  the  corporators      .  277 

Denominational       corpora- 
tions subject  to  other  acts  277 
Change  of  Name. 

How  effected 277 


40.  Public  notice 277 

41.  Vested  rights  not  impaired  .  277 

Public  Lands. 

42.  Purchase  by  church    .     .     .  278 

School  Lands. 

43.  Purchase  by  church    .     .     .  "278 
Taxation *.     .  564 


NEVADA. 


CONSTITUTION. 

1.  General  laws  to  be  enacted.  279 

2.  Dues  collectible.  Individual 

liabilities 279 

STATUTES. 
Religious  Associations,  etc. 

3.  How  incorporated  ....  279 

4.  Trustees,  certificates  of  .     .  279 

5.  Acknowledgment  of  certifi- 

cate   280 


6.  Powers 280 

7.  Real  estate,  sale  of     .     .     .  280 

8.  Lands,  etc.,  to  descend   .     .281 

9.  Real  estate,  limitation     .     .  281 

10.  Annual  reports 281 

11.  Existing  incorporations  not 

affected  by  repeal  of  prior 
act 281 

12.  Particular  denominations     .  281 
Taxation 564 


NEW  HAMPSHIRE. 


CONSTITUTION. 

1.  Parishes  authorized  to  em- 

ploy Protestant  teachers. 
All  churches  to  elect  their 
own  teachers  and  to  be 
protected.  Contracts 
with  ministers  valid    .     .  282 

STATUTES. 

Title  XVIIL     Chap.  CXXXVIL 
Conveyance  of  Real  Estate. 

2.  Church  lot  cannot  be  taken 

by  occupancy     ....  283 

Title  XX.    Chap.  CXL  VIL     Volun- 
tary  Corporations.     Formation. 

3.  How  incorporated  ....  283 

4.  Articles,  contents  of   .     .     .  283 

5.  Corporate     name.      How 

changed 283 

6.  Articles     to     be     recorded. 

Beginning  of  corporate 
life 283 

7.  By-laws,  etc.,  of  signers  be- 

come those  of  corpora- 
tion   284 


Powers. 

8.  Corporations       may      raise 

money  from  members      .  284 
Dissolution. 

9.  Dissolution  of  corporations, 

how  decreed 284 

10.  Corporation  to  file  copy  of 

decree 284 

11.  Corporation  to  lodge  records  284 

Chap.    CXL  VIIL     General  Powers 
of  Corporations. 

12.  Powers  vested  in  all  corpo- 

rations    285 

13.  General  powers 285 

14.  First  meeting,  how  called    .  285 

15.  Action  at  first  meeting    .     .  285 

16.  By-laws 285 

17.  Contracts 286 

18.  Real    and    personal    estate 

limit 286 

19.  To  take  mortgages      .     .     .  286 

20.  Clerk,  place  of  office  .     .     .  286 

21.  Clerk's  duties 286 

22.  Records,  etc.,  to  be  open  to 

inspection 287 


xlvi 


Religious  Corporations. 


23.  Copies  of  records  ....  287 

24.  Penalty  for  refusal  of  copies  287 

25.  Annual     meeting,     date 

changed 287 

26.  Meetings,     special,    how 

called 287 

27.  Meetings,     special,    how 

warned 287 

28.  Dissolved  corporations  con- 

tinued for  three  years      .  287 

29.  Charters  may  be  repealed   .  288 

30.  Authority   of   the    supreme 

court  in  dissolution,  etc.  .  288 

Chap.  CLII.     Religions  Societies. 

31.  Membership    voluntary. 

Withdrawals .     .  •  .     .     .  288 

32.  Assessments  and  taxes    .     .  288 

33.  Donations     to     unincorpo- 

rated society  ;  limitation  .  288 

34.  Church    officers,    corporate 

bodies   for    certain    pur- 
poses     289 

35.  Ministers,     etc.,     when 

deemed  corporation    .     .  289 

36.  Minister  may  hold  parson- 

age   289 

37.  Conveyance      by     trustees, 

when  valid 289 

38.  Conveyance     by     minister, 

when  valid 280 

39.  Churches     empowered     to 

choose       committee      of 
audit,  etc 290 

40.  Income,  limit  upon     ,     .     .  290 

41.  Neglects  or  omissions  not  to 

affect  society       ....  290 

Chap.  CLIII.    Sale,  etc.,  of  Meeting- 
hoiises. 

42.  Meeting-houses,  proprietors 

may  sell 290 


43.  Meeting-houses,  corporation 

may  sell 290 

44.  House  belonging  to  individ- 

uals, meeting  how  called.  290 

45.  Proprietors  may  vote  to  sell.  291 

46.  Proceeds      of      sale,      how 

divided 291 

47.  If  disagreement,      division, 

how  made 291 

48.  Sale,  how  made,  if  foregoing 

provisions  do  not  apply  .  291 

49.  Sale  of  occupied  house,  how 

made 291 

50.  Houseownedby  twoor  more 

societies,  how  sold  .     .     .291 
Repairs  and  Modifications. 

51.  Meeting    for    repairs,    how 

called 292 

52.  Public  notice 292 

53.  Meeting,     course     of     pro- 

cedure   292 

54.  Pewholders,  vote  of    .     .     .  292 

55.  Lien  upon  shares  of  propri- 

etors       292 

56.  Defaulting  proprietor,  inter- 

est may  be  sold  ....  292 

57.  Conveyance  in  case  of  sale, 

valid 293 

58.  Pewholder  may  convey  in- 

terest     293 

59.  Repairs  by  town     ....  293 

60.  Dissatisfied  pewholder    .     .  293 
Chap.  CCXX.     Attachments. 

61.  Pews  are  personal  property.  293 
Chap.  CCXXXII.     Executions. 

62.  Pews    sold     on     notice     to 

debtor,  or  notice  left  with 

town  clerk 294 

Miscellajieous. 

63.  Pardcular  denominations     .  294 
Taxation 5^5 


CONSTITUTION. 

1.  Taxes,  etc.,  cannot  be  levied 

for  church  support .     .     .  295 

2.  No   gifts   of  pubhc   money 

allowed 295 


NEW  JERSEY. 

3.  General  laws  to  be  passed 


295 


STATUTES. 

/.  General  Provisions.      I.  Powers. 

4.  Powers  specified     ....  295 


Syllabus  of  Laws. 


xlvii 


5.  Powers  vested  in  every  cor- 

poration      296 

6.  Limit  upon  powers      .     .     .  296 

7.  Charters  may  be  repealed, 

altered  or  suspended  by 
legislature 297 

8.  Corporation    sole     has     all 

powers  granted  in  general 
act 297 

9.  Company  organized   under 

any  general  law  has  all 
the  powers  granted  in 
this  act 297 

//.  Formation. 

10.  Purposes  of  formation     .     .  297 

V.  Remedies,      i.  Against  the  Cor- 
poration. 

1 1 .  Directors  to  be  trustees  on 

dissolution 298 

12.  Powers     and     liabilities    of 

such  trustees 298 

13.  Continuance    of    corporate 

existence  for  settling  up 
business 298 

14.  On      dissolution      directors 

may  be  continued  as 
trustees,  or  a  receiver 
may  be  appointed  .     .     .  298 

15.  Chancellor  has  full  jurisdic- 

tion   299 

16.  Receivers  to  pay  debts  and 

distribute  balance  among 
stockholders 299 

17.  Dissolution    of   corporation 

does  not  abate  suits     .     .  299 

18.  Provisions  relative  to  insol- 

vency do  not  apply  to 
religious  societies    .     .     .  300 

Miscellaneous. 

19.  Any   corporation    may 

change  its  name     .     .     .  300 

20.  Change   not   effected    until 

certificate  actually  filed. 
Liability  and  pending 
suits  not  affected     .  .  300 

21.  Corporation    may    remove 

principal  office  ....  301 


22.  Foreign  benevolent  corpora- 

tions may  hold  land  in 
this  State 301 

23.  Corporation  not  to  assume  a 

name  already  in  use    .     .  302 

24.  Religious     and      charitable 

associations  may  file  pa- 
pers without  payment  of 
fees 302 

2.  Religious  Societies, 
{a)  Incorporation,  Powers,  etc. 

25.  Meeting    for    incorporation 

and  election  of  trustees  .  302 

26.  Name  certified  and  recorded  303 

27.  Power  to  hold  property    .     .  303 

28.  How  board  perpetuated  .     .  303 

29.  President  and  his  powers     .  304 

30.  Election    of   secretary   and 

his  duties 304 

31.  Election    of    treasurer   and 

his  duties 305 

32.  Power  to  sell    and   convey 

real  estate 305 

{b)  Annual  Meetinos,    Trustees,  etc. 

33.  Annual  meeting     ....  305 

34.  Majority  of  trustees  must  be 

members 306 

35.  Election  of  treasurer  .     .     .  306 

36.  May    provide    for    election 

and  number  of  trustees   .  306 

37.  Annual  meetings,  by  whom 

and  how  called  ....  306 

if)   Change  of  Natne,  Officers,  etc. 

38.  Change     of     name,      how 

effected 307 

39.  Certificate  to  be  filed       .     .  307 

40.  Proceedings     to     change 

name 307 

41.  Change  of  officers,  etc.,  and 

terms  thereof      ....  308 

42.  May  establish   new  depart- 

ments     308 

43.  Certificate  to  be  filed  .     .     .  308 

{d')    Consolidation. 

44.  Societies  authorized  to  con- 

solidate      308 

45.  Powers 309 


xlviii 


Religious  Corporations. 


(e)   Use  of  Trust  Funds. 

46.  Trustees  have  no  power  to 

divert  property  or  reve- 
nues       309 

47.  School   funds    of    churches 

may  be  devoted  to  other 
religious  uses      ....  309 

(/)  Acquiring,  etc.,  of  Real  and 
Personal  Estate. 

48.  Erroneous    title,    how    cor- 

rected     310 

49.  Recording  of  statement  val- 

idates title 310 

50.  Name  of  corporation,  how 

changed 311 

51.  Individual  trustees  required 

to  convey  title  to  church 
when  organization  is  com- 
pleted    311 

52.  Trustees     of     Presbyterian 

church  may  convey  estate 

to  church 312 

53.  Trustees  of  any  church  may 

convey  to  church    .     .     .  312 

54.  Trustees    may   sell    church 

property  and  give  valid 
title 312 

55.  Trustees  have  power  to  sell 

and  convey  lands,  etc.    .  313 

56.  Trustees  authorized  to   sell 

or  mortgage  church  prop- 
erty   313 

57.  Application     to    chancellor 

for  leave  to  sell  lands      .  313 

58.  Chancellor  to  appoint  trus- 

tee.    Bond  to  be  given    .  314 

59.  Reference   to    be   made   to 

master 314 

60.  Report  of  sale 314 

61.  Proceeds,  investment  of  .     .  315 

62.  Trustees  liable  to  account    .315 

63.  Certain  lands  not  to  be  sold  315 

64.  Settlement    of    account    of 

trustees 315 

65.  Reinvestment   of   proceeds 

of  sales  of  lands     .     .     .316 

66.  Authorized    to    increase 

amount  or  value  of  real 

or  personal  property   .     .  316 


67.  Resolution   to   be  authenti- 

cated      316 

68.  Upon  filing  copy  of  resolu- 

tion authorized  to  hold  an 
increased  amount  of  real 
and  personal  estate     .     .317 

69.  Limitation  upon  amount  of 

real  and  personal  prop- 
erty   317 

70.  May  change  location  of  prin- 

cipal place  of  business    .317 

71.  Act  how  construed      .     .     .317 
(//)   Of  Conferences,  Presbyteries,  etc. 

72.  Election  of  trustees     .     .     .317 

73.  Certificate       of      corporate 

name  to  be  filed      .     .     .  318 

74.  May  receive  and  dispose  of 

real  and  personal  prop- 
erty   318 

75.  Election  of  trustees  in  case 

of  vacancy 318 

76.  Election  of  president.     .     .318 
']'].  Election  of  secretary  .     .     .  319 

78.  Election  of  treasurer  .     .     .319 
Diocesan  Conventions,  Synods,  etc. 

79.  How  incorporated  ....  319 

80.  Any  presbytery  may  incor- 

porate   320 

81.  Proceedings   for  incorpora- 

tion   320 

82.  Election  of  trustees  for  State 

denominational  organiza- 
tions       321 

83.  Such   denominational   trus- 

tees to  become  a  body 
corporate 321 

84.  Power  to  hold  and  use  prop- 

erty   321 

Religious  Corporations  of  Confrater- 
nities of  Clergymen,  etc. 

85.  How  incorporated  ....  322 

86.  Who  to  be  trustees     .     .     .  322 

87.  Succession  of  trustees     .     .  323 

88.  Election  and  duties  of  presi- 

dent       323 

89.  Majority  validates  acts,  etc.  323 

90.  How  revived 323 

Miscellaneoics. 

91.  Particular  denominations     .  323 
Taxation 565 


Syllabus  of  Laws. 


xlix 


NEW 

COMPILED  LAWS. 


Title   V.   Corporations.  Chap.  I.  For 
General  Pu7poses. 

2.  Purposes.     Extent  of  appli- 

cation     325 

3.  Articles  to  be  filed.     Certifi- 

cate  325 

4.  Certificate  to  be  evidence    .  326 

5.  Certificate     incorporates. 

Powers 326 

6.  Corporate  powers  vested  in 

directors.    Qualifications. 
Elections 326 

7.  Failure    to   elect    directors, 

how  provided  for    .     .     . 

8.  Majority  decides    .... 

9.  First  meeting,  how  held  .     . 

10.  Directors  to  be  trustees  upon 

dissolution 

11.  Dissolution,  how  secured     . 

12.  Act  applicable  to  all  corpo- 

rations   328 

13.  Corporations    cannot   have 

same  name  or  purpose     .  328 

14.  Fees 328 

15.  Suits 328 

16.  Articles  to  be  evidence    .     .  329 


MEXICO. 

17.  Dissolution    does   not    take 
away  liabilities  ....  329 

Chap.  II.     For  Special  Purposes. 

18.  How  incorporated  .... 

19.  Certificate  incorporates    .     . 

Powers 

By-laws  invalid  if  not  filed  . 
Real    estate,    how   sold    or 

mortgaged 330 

Defects  of  Articles. 

How  amended 330 

Application  of  Incorporation  Law. 
24.  Future  corporations     .     .     .  330 


327 
327 

327 

327 
327 


20. 
21. 


23. 


329 
329 
329 
329 


25.  Prior  corporations  .     .     .     .331 
Extension  of  Corporate  Life. 

26.  How  extended 331 

27.  Certificate  to  be  filed   with 

secretary 331 

28.  Certificate  to   be  filed  with 

court 331 

29.  Certificate  to  be  evidence    .  331 

Chtirch  Records. 

30.  When  to  be  received  as  evi- 

dence     332 

Taxation 566 


NEW  YORK, 


CONSTITUTION. 

1.  No  preference  to  any  reli- 

gion       333 

2.  Corporations   to  be   formed 

under  general  laws     .     .  333 

3.  No  State  grants  to  be  given 

or  loaned 333 

STATUTES. 
General  Corporation  Law. 

4.  Classification     of    corpora- 

tions       333 

5.  Definitions 334 

6.  Qualification    of  incorpora- 

tors   334 

7.  Filing  and  recording  certifi- 

cates of  incorporation  .     .  334 

8.  Corporations   of   the    same 

name  prohibited      .     .     .  335 


9.  Amended  and  supplemental 

certificates 335 

10.  Lost    or    destroyed    certifi- 

cates       

11.  Certificates  and  other  papers 

as  evidence 

12.  Prohibition    of    other    than 

statutory  powers 

13.  Grant   of    general    powers. 

Election  by-laws     . 

14.  Limitation   of  amount   of 

property  of  a  non-stock 
corporation 337 

15.  Acquisition    of     additional 

real  property      .     .     .     .337 

16.  Qualification  of  members  as 

voters 337 

17.  Proxies 337 


336 

336 
336 


1 


Religious  Corporations. 


i8.  Challenges 338 

19.  Effect  of  failure  to  elect  di- 

rectors   338 

20.  Mode  of  calling  special  elec- 

tion of  directors      .     .     .  338 

21.  Mode  of  conducting  special 

elections  of  directors  .     .  338 

22.  Qualification  of  voters  and 

canvass  of  votes  at  spe- 
cial elections      ....  339 

23.  Powers  of  supreme  court  re- 

specting elections  .     .     .  339 

24.  Quorum    of    directors    and 

powers  of  majority      .     .  339 

25.  Directors  as  trustees  in  case 

of  dissolution     ....   339 

26.  Forfeiture  for  non-user    .     .  340 

27.  Extension  of  corporate  ex- 

istence   340 

28.  Conflicting  corporate  laws  .  341 

The  Religioiis  Corporaiions  Laiv. 

29.  General  contents    .     .     .     .341 

Aft.  I.     Provisions  Applicable  Gen- 
erally. 

30.  Contents 34^ 

31.  Short  title 342 

32.  Definitions 342 

33.  Filing  and  recording  certifi- 

cates of  incorporation  of 
rehgious  corporations  .     .  343 

34.  Property  of  unincorporated 

society  transferred  by  its 
incorporation      ....  343 

35.  General  powers  and  duties 

of  trustees  of  religious 
corporations 343 

36.  Acquisition  of  property  by 

religious  corporations  for 
branch  institutions ;  man- 
agement thereof     .     .     .  344 

37.  Acquisition  of   property  by 

religious  corporations  for 
cemetery  purposes ;  man- 
agement thereof      .     .     .  344 

38.  Acquisition  of  property  by 

two  or  more  religious  cor- 
porations for  a  common 
parsonage 345 


39.  Correction  and  confirmation 

of  conveyances  to  relig- 
ious corporations    .     .     .  345 

40.  Sale,  mortgage  and  lease  of 

real  property  of  religious 
corporations 346 

41.  Consolidation    of    incorpo- 

rated churches   ....  347 

42.  Judicial   investigation  of 

amount  of  property  of  re- 
ligious corporations     .     .  348 

43.  Corporations  with  governing 

authority  over  churches  .  349 

44.  Property  of  extinct  churches  349 

45.  Corporations  for  organizing 

and  maintaining  mission 
churches  and  Sunday- 
schools 350 

46.  Application  of  this  chapter 

to   churches    created   by 

special  laws 350 

Art.  4.     See  No.  107  seq. 

Art.  J.     Incorporation  of  Churches 

of  other  Denofninations. 

47.  Contents 350 

48.  Application  of  this  article    .  351 

49.  Notice  of  meeting  for  incor- 

poration      351 

50.  The  meeting  for  incorpora- 

tion   352 

51.  The  certificate  of  incorpora- 

tion   353 

52.  Time,  place   and   notice  of 

corporate  meetings      .     .  353 

53.  Organization  and  conduct  of 

corporate  meetings ;  qual- 
ifications of  voters  thereat  354 

54.  Changing    date    of    annual 

corporate  meetings      .     .  355 

55.  Changing  number   of  trus- 

tees   355 

56.  Meetings  of  trustees   .     .     .  356 

57.  The  creation  and  filling  of 

vacancies  among  trustees 

of  such  churches.   .     .     .  356 

58.  Control  of  trustees  by  cor- 

porate meetings  of  such 
churches.  Salaries  of 
ministers 35^ 


Syllabus  of  Laws. 


li 


Art.  6.     Incorporation   of   Unincor- 
porated Churches  as  a  Union 
Church. 

59.  Contents 357 

60.  Joint   meeting   for  the  pur- 

poses of  incorporation     .  357 

61.  Government  of  incorporated 

union  churches  ....  358 
Art.  7.     Laws  Repealed,  etc. 

62.  Contents 359 

63.  Laws  repealed 359 

64.  When  to  take  effect    .     .     .359 

MISCELLANEOUS  STATUTES. 

Benevolent,    Charitable,  Missionary 
Societies,  Etc. 

65.  How  incorporated,   change 

of  name  and  number  of 

members 360 

^6.  Certificate  incorporates. 
Powers.  Limit  upon  prop- 
erty and  income     .     .     .361 

67.  Election  of  trustees.     Quo- 

rum.     Vacancies.       Re- 
striction upon  sales,  etc.  .  361 

68.  Failure  to  elect  trustees  does 

not  dissolve 362 

69.  Names  of  existing  societies 

not  to  be  used      .     .     .       362 

70.  Limitations  upon   property. 

Mortmain  restriction  .     .  362 

71.  Trustees  liable  for  debts      .  362 

72.  Visitation  by  court.   Annual 

inventory  of  property      .  362 

73.  Powers 363 

74.  Amendment  and  repeal  .     .  363 

75.  Trustees,  how  increased      .  363 

76.  Reincorporation  and  contin- 

uation    364 

77.  Extension  of  corporate  life  .  364 

78.  Churches,  parsonages,  etc., 

included  in  preceding  act 

of  1848 364 

79.  Trustees,  perpetuation   and 

management      ....  364 

80.  Act  applicable  to  all  socie- 

ties   365 

Free  Churches. 

81.  How  incorporated  ....  365 


82.  Powers.     Limitations  upon 

property.     Liability  of 
trustees 365 

83.  Vacancies  in  boards.    Pro- 

portion of  lay  members  .  366 

84.  Pews  to  be  free.   Mortgage 

provisions 366 

Miscellaneous  Acts. 

85.  Supreme  court  may  author- 

ize mortgages     ....  366 

86.  Mortmain  restrictions    .     .  366 

87.  Supreme  court  may  author- 

ize sale  or  lease  of  prop- 
erty   367 

88.  Trustees  to  receive  no  emol- 

uments  367 

89.  Supreme  court  may  author- 

ize additional  lands     .     .  367 
Dissolution   of  Religious    Societies, 
except  in  New  York  County. 

90.  How  dissolved.  Disposition 

of  proceeds 367 

91.  Petition,  what  to  contain    .  368 

92.  When  members  may  make 

the  application  ....  368 
Property  of  Non-busi7icss    Corpora-^ 
tions. 

93.  Limitations  upon  principal 

and  income.    Inheritance 
tax  not  applicable  .     .     .  368' 

94.  Prior  acts  not  affected    .     .  369 
Gifts  for  Charitable  Purposes. 

95.  Indefiniteness  does  not  in- 

validate.     Legal    title, 
where  vested      ....  369 

96.  Supreme  court  to  control     .  370 
Statutory  Construction  Law. 

97.  Short  title  ;  extent  of  appli- 

cation     370 

98.  Property 370 

99.  Real  property 370 

100.  Personal  property      .     .     .  370 
loi.  Person 370 

102.  Seal 371 

103.  Board    composed    of    one 

person 371 

104.  Meeting  ;  quorum  ;  powers 

of  majority 371 


lii 


Religious  Corporations. 


105.  Service  of  notice  upon  body 

or  board 37i 

Miscellaneous. 

106.  Particular  denominations  .  372 
Religious  Corporations  Law. 

Art.  4.     Incorporation  of  Reformed 
Churches,  etc. 

107.  Decision   by   a    Reformed 

Dutch  or  Reformed  Pres- 
byterian church  as  to  sys- 
tem of  incorporation  and 
government 372 

108.  Incorporation  of  Reformed 

Dutch  and  Reformed 
Presbyterian  churches 
under  this  article     .     .     .373 


109.  Consistory  of  a  Reformed 

Church  in  America  ;  min- 
isters, how  chosen  .     .     .  373 

1 10.  Reformed   churches    in 

America,  changing  sys- 
tem of  choosing  trustees ; 
minister,  how  chosen  .     .  374 

111.  Reformed  Presb.  churches, 

changing  system  of  choos- 
ing trustees,  pew    rents, 
and  minister's  salary  .     .375 
Taxable  Transfers  of  Property. 

112.  Bequests    exempted    from 

transfer  tax 375 

Taxation 566 

See,  also,  pp.  Ixvi  and  575. 


NORTH  CAROLINA. 


CONSTITUTION. 

1.  General  laws  to  be  enacted.  376 

CODE. 

Chap.  XVI.     Corporations. 

2.  Powers 376 

3.  By-laws  to  determine  meet- 

ings   376 

4.  First  meeting,  how  notified 

when    not    provided    for 
specially 377 

5.  Limit  upon  real  estate     .     .  377 

6.  Corporation      to      continue 

three  years  after  expira- 
tion of  charter   ....  377 

7.  How  incorporated  ....  377 

8.  Articles  to  be  acknowledged 

and  recorded      ....  378 

9.  Clerk  of  court  to  give  letters 

and  publish  notice  .     .     .  378 

10.  Fees  of  clerk 378 

11.  Contracts  for  over  $100  must 

be  in  writing 378 

12.  Execution  of   conveyances. 

What    conveyances    are 
void 379 

13.  Powers   and    duties   of    the 

attorney  general     .     .     .  379 


14.  Limit  of  life,  sixty  years,  ex- 

cept for  debts     ....  379 

15.  Failure  to   organize  in  two 

years  forfeits  charter   .     .  380 

16.  Excess  of  real  estate  must 

be  disposed  of   ...     .  380 

17.  How  dissolved 380 

18.  Service    of   summons    and 

notice  of  dissolution    .     .  380 

19.  Chapter  XVI.     Applies    to 

all  corporations  .     .     .     .381 

Chap.  LIV.     Religious  Societies. 

20.  Donations  to  rehgious  socie- 

ties to  vest  in  them  or 
their  trustees.  Real  es- 
tate perpetually  vested  in 
church  or  in  trustees. 
How  mortgaged      .     .     .381 

21.  Housesof  worship  on  vacant 

lands  to  belong  to  society 
erecting  them     ....  382 

22.  Religious  societies  and  de- 

nominations may  appoint 
trustees.  Limit  on  real 
estate 382 

23.  Trustees   may  be  removed, 

and  are  accountable,  etc.  383 


Syllabus  of  Laws. 


liii 


Miscellaneous. 

24.  All  unincorporated  churches 

made  corporations .     .     .  383 

25.  Restriction  on  sale  of  liquor  383 


26.  Penalty  for  violation   .     .     .  383 

27.  Act  not  to  apply  to  incorpo- 

rated churches,  or  outside 
of  certain  counties      .     ,  383 
Taxation 568 


NORTH  DAKOTA. 


CONSTITUTION. 

1.  General  laws  to  be  passed  .  384 

2.  Cumulative  voting  permitted  384 

3.  Can  engage  only  in  author- 

ized business 384 

4.  Territorial  laws  recognized  .  384 

LAWS. 

Chap.  III.     Corporatmis.    Art.  i. 

Creation. 

5.  Must  have  corporate  name  .  384 

6.  Private  corporations    .     .     .  385 

7.  Articles     of     incorporation. 

Officers 385 

8.  Acceptance  absolute  .     .     .  385 

9.  Acceptance,  how  proved     .  385 

10.  Private      corporations,     for 

what  purposes    ....  385 

11.  Religious  corporations  may 

hold   certain   amount    of 
real  estate 385 

12.  Contents  of   articles   of  in- 

corporation     386 

13.  One-third   of   incorporators 

must  be  residents   .     .     .  386 

14.  Certificate  to  issue  on  filing 

articles  of  incorporation  .  386 

15.  Articles  to  be  recorded    .     .  386 

16.  Copy  of  articles  evidence    .  386 

17.  Not  necessary  to  prove  in- 

corporation      386 

18.  Members 387 

Art.  J.     Corporate  Powers. 

19.  Powers  of  corporations  .     .  387 

20.  By-laws,  adopted  by  whom.  387 

21.  What  the  by-laws  may  pro- 

vide  388 

22.  By-laws    must    be  certified 

and  recorded.     Repeal  of 
by-laws ^88 


23.  Annual    election   of   direc- 

tors   389 

24.  Election  to  be  at  first  meet- 

ing     389 

25.  Election  by  ballot  ....  389 

26.  Number    of    directors    and 

their  powers 389 

27.  Directors    to   organize   and 

elect  officers 389 

28.  Removal  of  directors  .     .     .  390 

29.  Quorum     of     stockholders. 

Proxies 390 

30.  Election    failing.     Place    of 

meeting 390 

31.  Uncalled     meetings     valid, 

when 391 

Art.  J.     Dissolution. 

32.  When    corporation    is   dis- 

solved    392 

33.  Failure  to  organize  dissolves  393 

34.  Directors  to  be  trustees    .     .  393 

35.  Trustees'  liability    ....  393 

36.  How  revived 393 

Art.  14.  Religious,  Educational  and 
Be7ievolent  Corporations.     Gen- 
eral Provisions. 

37.  Number  of  trustees     .     .     .  393 

38.  What  articles  of  incorpora- 

tion must  include    .     .     .  393 

39.  Amount  of  property  limited  394 

40.  Must  make  annual  report    .  394 

41.  May  sell  or  mortgage  prop- 

erty   394 

42.  By-laws 394 

43.  Subsequent      members      to 

have  equal  rights    .     .     .  394 

44.  Membership  rights  personal  395 

Religious  Corporations. 

45.  Trustees  of  religious  corpo- 

ration     395 


liv 


Religious  Corporations. 


46.  Members     of    any    church 

may  form  corporation  by 
alternative  method      .     .  395 

47.  Title  vests  in  successors,  in 

trust 395 

Chap.  XXV I.     Actions  in  Place  of 
quo  warranto,  etc. 

48.  District  attorney  may  bring 

action  for  vacating  charter  396 
Transfer  of  Real  Estate. 

49.  Officers  may  be  empowered 

to  execute  conveyances   .  397 


50.  What  officers  may  act     .     .  397 

Change  of  Articles. 

51.  How  effected 397 

CluDige  of  Na?ne. 

52.  How  effected 398 

Place  of  Meeting  of  Directors. 

53.  Directors  may  meet  within 

or  without  the  State     .     .  399 
Taxation 568 


OHIO. 


CONSTITUTION. 

1.  The  law  to  protect  denomi- 

nations in  their  rights      .  400 

2.  Special  acts  not  to  be  passed  400 

3.  Corporations  to   be  formed 

under  general  laws      .     .  400 

STATUTES. 

Vol.  I.      Title  II.      Corporations. 

Chap.  I.     Creation,  etc. 

4.  What  laws  shall  govern  cor- 

porations   400 

5.  Existing   corporations    may 

accept  provisions    .     .     .  401 

6.  Prior     corporations     acting 

under    this    law    subject 
thereto 401 

7.  Purposes  for  which  formed  .  401 

8.  Contents  articles  of  incorpo- 

ration.   Place  of  business  401 

9.  Articles   must    be    certified 

and  filed    ......  402 

10.  Changes    in    articles,    how 

made 402 

11.  Filing  incorporates.    Powers  403 

12.  Election  of  trustees.     Num- 

ber and  term  of  office      .  404 

13.  Membership,  how  secured  .  404 

14.  Annual    and    special   elec- 

tions for  trustees     .     .     .  404 

15.  Oath  of  trustees.     Officers. 

Majority  a  quorum      .     .405 


16.  Powers  to  be  exercised   by 

trustees   who   are    mem- 
bers.    Vacancies    .     .     .  405 

17.  Regulations  of  corporation.  405 

18.  By-laws  of  trustees     .     .     .  405 

19.  Regulations,    how    adopted 

or  changed 405 

20.  Regulations,  contents  of  .     .  406 

21.  Trustees    personally    liable 

for  all  debts 406 

22.  Property  to  be  used  only  for 

purpose  of  incorporation  406 

Chap.  XV.     Religions  and  other 
Societies. 

23.  Language  of  service,  change 

in 406 

24.  Sale  of  cemetery  grounds  in 

cities,  etc 406 

25.  Trustees,  order  to  sell  prop- 

erty   407 

26.  Notice  of  sale 407 

27.  Conveyance  of  church  sites 

to  congregations.     Judg- 
ments enforceable  .     .     .  408 

28.  Consolidation    of    churches 

and  denominations,  how 
effected 408 

29.  Record   of    proceedings    in 

consolidation      ....  409 

30.  Articles  for  united  corpora- 

tions       409 


Syllabus  of  Laws. 


Iv 


31- 

3^- 
33- 
34- 
35- 
36. 

37- 
38. 

39' 
40. 


Property  passes  to  new  cor- 
poration      409 

Transfer  of  property  after 
union 410 

Notice  of  application  for 
transfer 410 

Trustees  for  denominational 
property 410 

Trustees  subject  to  denomi- 
national regulations    .     .411 

Powers  of  trustees  over  de- 
nominational property. 
Judgments  enforceable    .  411 

Sale  of  property  of  extinct 
church 412 

Use  of  money  from  sale  of 
property  of  extinct 
churches 412 

Funds  from  such  sales  to  be 
under  control  of  denomi- 
nation    413 

Parties  to  sale  of  property 
of  extinct  churches     .     .  413 


41.  Publishing  houses,  how  in- 

corporated       413 

42.  Publishing  corporation  s, 

how  revived 414 

43.  Real  estate,  how  sold  .     .     .  414 

44.  Trustees     of    church     may 

transfer   property  to   de- 
nomination     414 

45.  Notice  of  petition  for  sale    .  414 

46.  Sale   to    be    confirmed    by 

court 415 

Abandoned  Church  Property. 

47.  Sale   by  township   trustees, 

how    effected.       Use     of 
proceeds 415 

Transfer  of  Church  Proper ty. 

48.  Society  may  transfer   prop- 

erty to  church     .     .     .     .415 
Perpetuity  of  Title. 

49.  Lands  and  tenements  to  de- 

scend in  trust      ....  416 
Taxation 568 


OKLAHOMA. 


STATUTES. 
Chap.  XV  11.     Corporations. 

Art.  I.      Creation. 
Corporations     creatures     of 

law 417 

Corporation    to    be   created 

by  statute 417 

Grants  subject  to  alteration.  417 
Incorporation  cannot  be  in- 
quired into  collaterally  .  417 
Corporate  nairie  .  .  .  .417 
Private  corporations,  objects  418 
Articles    of    incorporation ; 

officers 418 

Acceptance   must   be  abso- 
lute   418 

Acceptance,  how  proved      .  418 
Private    corporations,    how 

formed;  purposes  .     .     .418 
Religious  corporations,  limi- 
tation on  real  estate    .     .418 
Contents  of  articles     .     .     .  419 
One-third  of  corporators  to 
be  residents 419 


filinc 


14.  Certificate   issues 

articles 

15.  Articles  to  be  recorded    .     . 

16.  Copy  of  articles  as  evidence 

17.  Not  necessary  to  prove  in- 

corporation     

18.  Members 

Art.  J.     Corporate  Powers. 

19.  Powers,  specification  of  .     . 

20.  By-laws,  obligatory     .     .     . 

21.  By-laws,  contents   .... 

22.  By-laws  to  be  recorded ;  may 

be  repealed 

23.  Directors,  time  of  election  . 

24.  Directors,  term  of  office  . 

25.  Directors,    elections    by 

ballot 

26.  Directors,     number     and 

powers 

27.  Directors,  officers  of   .     .     . 

28.  False     representations      by 

officers 


419 
419 
419 

420 
420 


420 
421 
421 


421 

422 
422 

422 

422 
423 

423 


Ivi 


Religious  Corporations. 


29.  Directors,  removal  of  .     .     .  423 

30.  Quorum     of    stockholders ; 

proxies 424 

31.  Election,  failure   or  contest 

of;  special  meeting     .     .  424 

32.  Unlawful      meeting,     when 

valid 425 

Art.  4.     Corporate  Records. 

33.  Record  of  transactions    .     .  425 
Art.  J.    Dissohitio7i  of  Corporatiofts. 

34.  Dissolution,  causes  of;  how 

effected 425 

35.  Lapse  by  non-user      .     .     .  427 

36.  Directors    are    trustees    on 

dissolution 427 

37.  Liability  of  trustees     .     .     .  427 

38.  Revival 427 

Art.  8.     Examination  of  Corpora- 
tions. 

39.  Legislature     may     examine 

into 427 


40.  Power  to  amend 


.  428 


ylrt.  14.   Religious  Corporations,  etc. 

41.  Incorporation,  how  effected.  428 

42.  Articles,  contents  of    .     .     .  428 

43.  Property,  limitations  upon   .  428 

44.  Trustees,  annual  report  .     .  428 

45.  Sale   or  mortgage  of  prop- 

erty   428 

46.  By-laws 429 

47.  Subsequent  members,  rights 

of 429 

48.  Membership  rights  personal  429 

49.  Trustees,  manner  of  choos- 

ing     429 

50.  Members     of    any    church 

may  associate  by  alterna- 
tive method 429 

51.  Title  vests  in  successors,  in 

trust      ........  430 

Taxation 569 


OREGON. 


CONSTITUTION. 

1.  No  appropriations  for  relig- 

ious societies 431 

2.  General  laws  to  be  passed   .  431 

LAWS. 
Chap.  XXXIV.    Religious  Societies 

3.  Incorporation  legal     .     .     .431 

4.  How  effected 431 

5.  Articles   evidence  of  incor- 

poration      432 

6.  Articles,  contents  of    .     .     .  432 

7.  Trustees,  powers  of    .     .     .  432 

8.  Powers  to  be  exercised   by 

the  corporators  ....  432 

9.  Limit    upon    value    of    all 

property 433 

10.  Corporations  sole.    Denom- 
inational corporations      .  433 

Religious  Societies.     Alternative 
Method. 


II.  Incorporations  legal 


433 


12.  Articles  to  be  subscribed  by 

persons  appointed  by  the 
church 433 

13.  Articles,  contents  of    .     .     .  434 

14.  Powers,  and   limit  of  value 

upon  property     ....  434 

15.  Powers  continued   ....  434 

16.  Deeds,     how     signed     and 

sealed 434 

17.  Articles,  evidence  of  incor- 

poration      435 

Change  of  Articles. 

18.  How  effected.     Enlarge- 

ment of  powers ....  435 
Reform  Schools. 

19.  Church     care    of    youthful 

delinquents 436 

Alissionary  Stations. 

20.  Title  to,  in    religious  socie- 

ties     436 

Miscellaneous. 

21.  Particular  denominations     .  436 
Taxation 569 


Syllabus  of  Laws, 


Ivii 


CONSTITUTION 

laws 


437 


437 


1.  No     special     laws     to 

passed 

2.  Certain   charters   to   be  in- 

valid       

3.  Amendments    of    previous 

charters  conditioned  upon 
acceptance  of  the  consti- 
tution      437 

4.  Cumulative   voting   permis- 

sible       

Powers  limited  to  provisions 
of  charters,  and  real  es- 
tate to  business  needs 

Power  of  the  legislature 
over  charters      .... 


PENNSYLVANIA. 

22.  Renewal  of  charters   .     .     .  442 

23.  Charters,  how  forfeited.  Ap- 


437 


5- 


437 
438 


STATUTES. 


General  Provisions.      I.  Formation 
and  Cliartcrs. 

7.  Powers 438 

8.  Purposes 439 

9.  Real  estate,  limit  upon     .     .  439 

10.  Charter,  contents  of    .     .     .  439 

11.  Notice  of  application  to  be 

published 439 

12.  Certificates,    how   acknowl- 

edged, approved  and  re- 
corded   439 

13.  Certificates  may  be  acknowl- 

edged before  a  notary      .  440 

14.  Limit  of  income  on  personal 

property  in  discretion  of 
court 440 

15.  No    company    to    go     into 

operation  until  registered  440 

16.  Letters  patent  may  be  issued  441 

17.  Charters   under  this  act  in 

full  force. 441 

18.  Charters  may  be  perpetual, 

but  legislature  can  revoke  441 

19.  Amendment  of  charters       .  441 

20.  Change   of   name  may   be 

effected  by  court     .     .     .  442 

21.  Amendments   not  to   affect 

act  of  1874,  etc.      .     .     .  442 


25- 


peals  to  supreme  court     .  443 
Legislature,      power       over 

charters \\/\ 

Defective      charters      vali- 
dated.     Conditions     .     .  444 


//.  By-laws. 

26.  By-laws 445 

///.      Officers  and  Meetings. 

27.  Officers    designated.      May 

be  directors 445 

28.  Directors  and  trustees  to  be 

chosen  annually     .     .     .  445 

29.  Trustees  may  be  elected  by 

classes 446 

30.  Prior  charters  allowing  clas- 

sification ratified     .     .     .  446 

31.  Vacancies,  how  filled       .     .  446 

32.  Quorum,  where  number  in- 

creased       446 

33.  Trustees  cannot  be  salaried 

officers,    or   sureties,  nor 
interested  in  contracts      .  446 

34.  Secretary  or  treasurer      .     .  447 

35.  Cumulative  voting       .     .     .  447 

36.  Proxies   not    permissible   at 

church  elections      .     .     .  448 

37.  Election  officers  to  be  sworn  448 

38.  Trustees  may  alter  place  of 

meetings 448 

39.  Meetings  may  be  held  out- 

side    the     State,    except 
annual  elections     .     .     .  449 

IV.     MiscellaneoKs  Provisions. 

40.  Contracts  secured  by  undue 

influence  void,  etc.      .     .  449 
No   individual    liability   for 

debt 450 

Married   women  ehgible  in 

religious  societies    .     .     .  450 
Privileges      conferred      de- 
pendent upon  acceptance 
of  constitution    ....  450 


41 


43 


Iviii 


Religious  Corporations. 


44.  Acceptance  of  constitution, 

how  effected 450 

45.  Record  of  acceptance     .     .  450 

46.  Prior  corporations  may  ac- 

cept   provisions    of    this 
act 450 

47.  ConsoHdation    of    corpora- 

tions       451 

48.  Secretary   of  state  to   pub- 

hsh  list  of  charters      .     .451 


49 


50, 


V.     Dissolution  of  Corporations. 

How  dissolution  effected. 
No  diversion  of  trusts 
permitted 451 

Courts  which  have  jurisdic- 
tion.    Notice      ....  452 

51.  Sale    of    real    estate,    how 

effected 452 

52.  Receiver  may  be  appointed.  453 

53.  Act  applies  to  corporations 

heretofore  dissolved    .     .  453 

VI.     Religious  Societies.     Specific 
Provisions. 

54.  Registers  to  be  evidence.     .  453 

55.  Real     estate     grants     con- 

firmed   454 

56.  Lands  may  be  held  subject 

to  denominational  rules  .  454 

57.  No  ecclesiastical   person  to 

have  capacity  to  trans- 
mit property  in  succes- 
sion   454 

58.  Property     of     corporations 

subject  to  the  lay  mem- 
bers   455 

59.  Majority  of  unincorporated 

church  may  choose  cler- 
ical trustees 455 

60.  Amount  of  property  held  by 

aliens  limited      ....  456 

61.  Mortmain  restriction    .     .     .  456 

62.  All  gifts  subject  to   act    of 

1855 456 


63.  Property   illegally    held    to 

escheat 456 

64.  Property  or  income  illegally 

held,  duty  of  the  auditor- 
general      457 

65.  Certain    purchases   of    real 

estate  confirmed      .     .     .  457 

66.  Trust  in  favor  of  churches, 

etc.,  not  to  fail  for  want 

of  trustee 458 

6j.  On  failure  of  provisions  of 
wills  property  to  be  distri- 
buted to  heirs      ....  458 

68.  Trusts  for  religious  uses  to 

be  put  into  effect  by  the 
courts 459 

69.  Limit  upon  property  of  un- 

incorporated societies.     .  459 

70.  Limit  upon  property  of  re- 

ligious societies.    Method 

of  ascertaining  excess      .  459 

71.  Limit  increased  to  $30,000  .  460 

72.  Court  may  extend  property 

limit  in  its  discretion  .     .  460 

73.  Limit  as  to  property  not  to 

apply  in  certain  cases      .  461 

74.  Restriction  on  accumulation 

of  income 461 

75.  State   officers    to    keep  ac- 

counts  of    moneys    paid 

to  the  State 462 

76.  Certain  real  estate  may  be 

held,  to  be  sold  within 
five  years 462 

77.  Corporations     for    religious 

uses  may  vest  property 
in  trustees  so  as  to  avoid 
waste  or  incumbrance      .  462 

78.  Trustees  and   officers   shall 

be  personally  liable  un- 
less they  shall  notify  con- 
tractor   463 

79.  Mortgage,  power  to     .     .     .  463 

80.  Burial  grounds 464 

81.  Y.  M.  Christian  Associations  464 
Taxation 57° 


Syllabus  of  Laws. 


lix 


RHODE  ISLAND. 


CONSTITUTION. 

1.  General  laws  to  be  passed  .  465 

LAWS. 

Chap.  CLXXVI.     Class  III.     Mis- 

celhDieous  Corpora/ions. 

2.  Articles,  contents  of.     Fees. 

Certificates 465 

3.  Certificate    confers    powers. 

Chapter  177  applicable    .  466 

4.  Property.     Limitation  on     .  466 

5.  Amendments      to     articles, 

how  effected 466 

6.  Articles  and   certificates  as 

evidence 466 

Chap.    CLXXVII.     Provisions  Rc- 
spectiti;^  Corporations  in  General. 

7.  General  Powers      ....  467 

8.  What   may  be  included  in 

By-Laws 467 

9.  First  meeting 467 

10.  Mode  of  proceeding  when 

no  person  authorized  to 
call  or  preside  at  legal 
meetingr 468 


I"v 


14. 


17- 

18. 
19. 
20. 
21. 


Power  of  corporation  when 

assembled 468 

Incorporation  valid,  though 

annual  meeting  not  held.  468 
Bequests  for  religious   pur- 
poses in  excess  of  limit  of 
property,  how  secured  to 

corporation 468 

Corporations,  when  to  con- 
tinue three  years  after  ex- 
piration of  charter  .     .     .  469 
Charters  may  be  amended  .  469 
Limit  of  time  for  organiza- 
tion   469 

Certificate   of  organization, 

when  filed 469 

Dissolution,  proceedings  for.  469 
Receiver,  powers  of  .  .  .  470 
Assets,  distribution  of  .  .  470 
Jurisdiction  of  court  .  .  .  470 
Taxation 570 


SOUTH  CAROLINA. 


CONSTITUTION. 

1.  Special     laws     not     to     be 

enacted,  except  where  re- 
quired by  terms  of  gifts    .  47 1 

2.  Two-thirds  vote  needed  for 

special  charter    .     .     .     .471 

3.  Religious  corporations  need 

not  maintain  an  agent     .  471 
STATUTES. 
Chap.  XL  VIII.     Corporations 
Generally. 

4.  All      charters      subject     to 

amendment  or  repeal      .  472 

5.  Bond  of  treasurer       .     .     .  472 

6.  Powers  of  private  corpora- 

tions       472 

7.  Majority  forms  board       .     .472 

8.  Must  organize  in  two  years.  473 


9.  Corporations   may    recover 

debts  from  members  .     .  473 
Religious  Societies,  etc. 

10.  How  formed.     Contents  of 

declaration.     Record     of 
certificate 473 

1 1.  Powers  of  religious  corpora- 

tion   473 

Chap.  LIII.       Utiijicorporated    As- 
sociations. 

12.  Unincorporated         associa- 

tions ;  by  what  name  may 

be  sued 474 

13.  On  whom  process  may  be 

served 474 

14.  Liability  under  final  process.  474 
Taxation 571 


Ix 


Religious  Corporations. 


SOUTH  DAKOTA. 


CONSTITUTION. 

1.  General  laws  to  be  passed 

for  corporations      .     .     .475 

2.  Cumulative      voting       per- 

mitted   475 

3.  Can    engage    only    in    au- 

thorized business.     Limit 
on  real  estate      .     .     .     .475 

4.  Power    of    legislature    over 

charters 475 

LAWS. 

5.  Territorial  laws  recognized  .  475 

Chap.  III.     Corporations. 

6.  Purposes 476 


7.  Number  of  trustees     .     .     .  476 

8.  Elections  of  trustees  and  by- 

laws subject   to  denomi- 
national regulations    .     .  476 

Defective  Articles. 

9.  Defective  articles  validated.  476 

10.  Corporations   affected    sub- 

ject to  constitution       .     .  477 

Amended  Articles. 

11.  How  effected 477 

12.  Amended     articles     to     be 

filed 477 

Taxation 571 


TENNESSEE. 


CONSTITUTION. 

1.  Liberty  of  worship  assured  .  478 

2.  No   religious    tests   allowed 

for  public  trusts       .     .     .478 

3.  General  laws  to  be  passed  .  478 

CODE. 

Tttle  IX.       Chap.  III.       Private 

Corporations.     Art.  i.     General 

Provisions. 

4.  Private  incorporations  legal.  478 

5.  Application  for  charter,  form 

of 479 

6.  Certificate    of    registration, 

regulations  for    ....  479 

7.  Registration  to  be  coexten- 

sive with  agencies  .     .     .  479 

8.  Amendments    to     charters, 

how  secured 479 

9.  Amendments  to  be  acknowl- 

edged and  registered  .     .  480 

10.  List  to  be  published  by  the 

secretary  of  state     .     .     .  480 

11.  Legislature   can    amend   or 

repeal 480 

12.  Prior  legal  obligations  valid 

and  binding 480 

13.  Evidences  of  prior  legal  ob- 

ligations valid    ....  480 

14.  Change  in  number  of  direc- 

tors   480 

15.  Fees  of  State  officers  .     .     ,481 


Art.  J.    Cotporations  Not  For  Profit. 

16.  Purposes 481 

17.  Form  of  charter      ....  481 

18.  General  powers       .     .     .     .481 

19.  Officers  and  directors       .     .  482 

20.  Elections,  regulations  for     .  482 

2 1 .  Directors,  record  of  proceed- 

ings   482 

22.  Number  of  directors    .     .     .  482 

23.  Prerequisites  of  membership  482 

24.  Term  of  office 482 

25.  No  profits  to  members     .     .  483 

26.  Corporations,  how  dissolved.  483 

27.  Charter  may  be  modified  or 

amended 483 

28.  Property  not  to  be  employed 

for  other  than  charter  ob- 
jects       483 

29.  Expulsion  and  liability     .     .  483 

30.  Certain  charters  validated   .  483 
Title  X.     Religions   Associations. 

Chap.  I.     Regulations. 

31.  Limit  on  real  estate     .     .     .  484 

32.  Title  vested  in  trustees    .     .  484 

33.  Trustees  may  sell  lands  sub- 

ject to  church  regulations.  484 
Denominational  Trustees. 

34.  How  incorporated  ....  484 

35.  Name  and  seal 485 

36.  Charter  to  be  registered,  etc.  485 
Taxation 571 


Syllabus  of  Laws. 


Ixi 


TEXAS. 


CONSTITUTION. 

1.  No  religious  test  for  officers.  486 

2.  Freedom   in   religious  wor- 

ship guaranteed      .     .     .  486 

3.  No  appropriations   for  sec- 

tarian purposes  ....  486 

4.  General  laws  to  be  passed   .  486 

STATUTES. 

Title  XX.     Private   Corporations. 

Chap.  II.     Creation. 

5.  Private     corporations,    how 

created 487 

6.  Purposes 487 

7.  Charter,  requisites  of  .     .     .  487 

8.  Charter  to  be  subscribed  and 

acknowledged.  Women 
cannot  be  corporators  of 
churches 487 

9.  Charter  to  be  filed  and  re- 

corded. Copy  to  be  evi- 
dence     488 

10.  Date  and  evidence  of  corpo- 

rate life 488 

11.  Amendments     to    charters, 

how  secured 488 

12.  Date      and      evidence      of 

amendments       ....  488 

13.  Certain  amendments  illegal  488 

14.  Legislature   can   amend   or 
repeal  charters 489 

Chap.  III.     Powers  and  Duties. 

15.  Powers.  Reviver     ....  489 

16.  Unnecessary  lands  to  be  dis- 

posed of 490 

17.  Trustees,    quorum    of,    and 

annual  elections     .     .     .  490 

18.  Officers  to  be  chosen  .     .     .  490 

19.  By-laws  to  be  adopted,  etc.  491 


20.  Number  of  directors  may  be 

increased 491 

21.  Effect    of    failure    to    elect 

directors 491 

22.  Property  of  religious  corpo- 

rations to  vest  in  trustees, 
etc 491 

23.  Property  to  be  used  only  for 

charter  objects  ....  491 

24.  May     recover     debts    from 

members 491 

Chap.  IK     JMisccUaneous  Pro- 
visions. 

25.  Misnomer  not  to  vitiate  con- 

veyances, etc 492 

26.  Obligation  to  ostensible  cor- 

poration may  be  valid     .  492 

27.  Conveyances,  how  made      .  492 

28.  Corporations    under   act   of 

1 87 1  validated    ....  492 

29.  Records  of  corporation  to  be 

evidence 492 

Chap.  V.     Dissolution  of  Corpora- 
tions. 

How  effected 492 

Limit       for       commencing 

operations  three  years  .     .  492 
Trustees  may  be  receivers   .  493 

33.  Responsibility  of  receivers  .  493 
Chap.  XI.     Religious  Corporations, 

etc. 

34.  Churches,  how  incorporated. 

Powers.  Trustees  cannot 
exercise  spiritual  func- 
tions   493 

Church  charters  need  not 
include  capital  stock  .     .  494 

Taxation 572 


30- 
31- 

32. 


35 


UTAH. 


CONSTITUTION. 

1 .  No  religious  tests  for  office, 

nor      establishment     of 
religion,  etc 495 

2.  All  charters  revocable     .     .  495 

3.  Freedom  of  worship  assured  495 


4.  General  lafws  to  be  enacted. 

Limits      on       legislative 
power 495 

5.  Future    benefits    dependent 

upon  acceptance  of  con- 
stitution      496 


Ixii 


Religious  Corporations. 


9- 

lO. 

II. 

12. 


Charter  not  to  be  extended  .  496 
Definition    and    powers    of 

corporations 496 

No  appropriations  for  i-elig- 

ious  institutions  ....  496 
General  laws  to  be  enacted.  496 
Conditions  precedent  to 

transaction  of  business 
Limit  upon  business  .  . 
Territorial  laws  in  force  . 


496 

497 
497 


LAWS. 
Part  II '.     Chap.  I.     Private  Corpo- 
rations. 

13.  Number  of  corporators    .     .  497 

14.  Agreement,  contents  of  .     .  497 

15.  Agreement  to  be  recorded   .  498 

16.  Filing   agreement.      Certifi- 

cate of  incorporation  .     .  498 

17.  Powers.    By-laws.    Quorum 

of  directors 498 

18.  Settlement  after  dissolution, 

how  effected 499 

19.  Removal  of  officers.     Term 

of  service 499 

20.  Postponed    elections,    when 


to  be  held , 


499 


21.  Records  to  be  kept      .     .     .  500 

22.  False    entries    on    records, 

etc 500 

23.  Improper    practices    to    be 

punished 500 

24.  Transcript  of  record   .     .     .   500 

25.  Must  commence  operations 

within  two  years      .     .     .  500 

26.  Legislature   may  amend  or 

repeal 500 

Mcorporation  of  Re/igious  Societies. 

27.  Directors  to  be  elected    .     .  501 

28.  Articles,  contents  of.     Offi- 

cers' term  and  qualifying 
of 

29.  Powers.     Annual  report 

30.  Mortgage  or   sale   must  be 

authorized  by  members  .  502 

31.  Method  of  validating  defec- 

tive organizations    .     .     .  502 
Part  IX.   Chap.  III.    Interpretation. 

32.  What  certain  words  include  502 
Meaning  of  "  Seal  "...  502 

liliscel/ancoin. 
Particular  denominations     .   502 
Taxation 572 


501 
501 


33 


34 


VERMONT. 


CONSTITUTION. 

1.  Religious   freedom   guaran- 

teed.    Observance  of  the 
Sabbath 503 

2.  Assembly's       power      over 

charters 503 

3.  Religious  societies  to  be  pro- 

tected     503 

LAWS. 

Tit/e  I.     Chap.  I.     Construction 

of  Statutes. 

4.  Pews  are  real  estate    .     .     .  504 
Title  XI     Chap.  LXXXIII. 

Execution. 

5.  Pews  cannot  be  sold  on  exe- 

cution     504 

Title  XIII.     Chap.  XCVIII     Con- 
veyances for  Religious  Purposes. 

6.  Corporation     may     appoint 

agent 504 


7.  No  estate  to  vest  in  ecclesi- 

astical persons    ....   504 

8.  Real  estate  to  vest  only  in 

religious  corporation    .     .  504 

9.  Past  grants  to  vest  in  corpo- 

ration at  death  of  gran- 
tees   504 

10.  Governor  to  reconvey,  when.  505 

Title  XVIII.     Chap.  CXXX. 
Towns. 

11.  Rents  of  town  lands  for  re- 

ligious purposes,  how  dis- 
posed of 505 

Title  XXVII.     Chap.   CLXIV. 
Religious  Societies,  etc. 

12.  Purposes 505 

13.  How    formed.     Articles    to 

be  recorded 506 

14.  First  meeting 506 


Syllabus  of  Laws. 


Ixiii  - 


15.  Corporate  name  and  seal. 

By-laws 506 

16.  Powers.      Property     to     be 

used   only   for   corporate 
objects 506 

17.  Money,  how  raised.    Shares 

of  property 507 

18.  Shares  may  be  assessed  .     .  507 

19.  Records  to   be   kept.     Evi- 

dence     507 

20.  Prior      societies     to     retain 

powers  conferred    .     .     .  507 

21.  Legislative  control .     .     .     .  507 

Repairs  of  Churches. 

22.  Notice   of  meeting  to  pro- 

vide for 507 

23.  Organization  of  meeting      ,  508 

24.  Voting.     Committee  of  ap- 

praisal.    Assessment  .     .  508 


25.  Meeting    may   assess   pews 

and  direct  repairs   .     .     .  508 

26.  Sale  of  pews   for  non-pay- 

ment.    Redemption    .     .  508 
Moving  or  Dissolving  Religious 
Associations. 

27.  Petition  to  court      ....  509 

28.  Recognizance  for  petitioners  509 

29.  Society  may  defend    .     .     .  509 

30.  Appointment     of    commis- 

sioners   509 

31.  Proceedings   if    petition    be 

granted 510 

32.  Warrant  for  distribution  .     .  510 

33.  Proceedings  if  society  pre- 

vails       510 

34.  Commissioners'  fees   .     .     .510 

Miscellaneous. 

35.  Particular  denominations     .  511 
Taxation 572 


VIRGINIA. 


CONSTITUTION. 

1.  No   charters  to  be  granted 

to  churches 512 

2.  Property    rights    confirmed 

and  guaranteed .     .     .     .512 
CODE. 
Title  XXI.     Chap.  LXIII.     Of 
Religious  Freedom. 

3.  No   compulsory  support  of 

religion,    religious    tests, 

etc 512 

Title  XXI.     Chap.  LXIV.     Of 
Church  Property,  etc. 

4.  Conveyances   of  land  con- 

firmed   513 

5.  Trustees  to  be  appointed     .  513 


6.  Property   rights   in    divided 

congregation    vested     in 
majority,  subject  to  court  513 

7.  Title  to  books  and  furniture 

in  trustees 514 

8.  Suits   by  and   against  trus- 

tees   514 

9.  Limitation  upon  real  estate.  514 

10.  Suits  may  be  brought  to  pro- 

tect trusts 514 

11.  Suits   may   be   brought    for 

sale  or  mortgage     .     .     .515 

12.  Trustees    may   petition   for 

sale  or  mortgage.     Prop- 
erty of  extinct  churches, 
how  disposed  of     .     .     .515 
Taxation 572 


WASHINGTON. 


CONSTITUTION. 
No  irrevocable  charters  .     .517 
No  religious   establishment 
or  qualification  for  office, 

etc 517 

Laws   to  grant  equal  privi- 
leges       517 


be 


4.  Special    laws     not    to 

passed 517 

5.  General    laws    to    be    en- 

acted      518 

6.  Charters  not  to  be  extended 

or  forfeitures  remitted  by 
legislature 5^^ 


Ixiv 


Religious  Corporations. 


7.  Meaning  of  "  Corporation." 

Power  to  sue 518 

8.  Territorial  laws  in  force  un- 

til repealed 518 

STATUTES. 

Title  XVI  11.     Chap.  IX.     Of  Cor- 
porations for  Religious  Pur- 
poses, etc. 

9.  How     incorporated.      Con- 

tents of  articles  .     .     .     .518 

10.  Powers 519 

11.  Dissolution,  how  effected     .  519 

Defective  Articles. 

12.  How  validated 519 

Lists  of  Officers. 

13.  Existing  corporations .     .     .  520 


14.  Future  corporations    .     .     .521 
Corporations  for  Religious  Purposes. 

15.  How  incorporated  .     .     .     .521 

16.  Purposes 521 

17.  Articles,  contents  of    .     .     .521 

18.  First  meeting,  how  called    .  521 

19.  First  meeting,  officers,   by- 

laws   522 

20.  Certificates    of    association 

and  incorporation  .     .     .   522 

21.  Powers 523 

22.  Prior  corporations  may  ac- 

cept provisions  ....  523 

23.  Amendments     to     articles, 

how  effected 524 

Missionary  Stations. 

24.  Titles  confirmed     ....  525 
Taxation  .     , 573 


WEST  VIRGINIA. 


CONSTITUTION. 

1.  No   compulsory   support  of 

religion,  religious  tests, 
etc 526 

2.  No  law  for  sale  of  church  , 

property  to  be  passed  .     .  526 

3.  No    charter     for    churches. 

General  laws  to  be 
enacted  for  church  prop- 
erty   526 

CODE, 
Chap.  L  VII.     Of  Church  Property. 

4.  Grants  made  after  1777  valid  527 


5.  Title  to  personal  property  to 

vest  in  trustees  ....  527 

6.  Circuit   court   may   appoint 

trustees 527 

7.  All  titles  vested  in  trustees  .  528 

8.  Real     estate,     limit     upon. 

Power  to  sue 528 

9.  Trustees      may      mortgage 

property 529 

10.  Property  to  be  sold  only  on 

order  of'court     ....  529 
Taxation 573 


WISCONSIN. 


CONSTITUTION. 

1.  No  compulsory  or  State  sup- 

port of  religion  ....  530 

2.  No  religious  tests  for  public 

trusts 530 

3.  No  special  laws  to  be  passed  530 

4.  General  laws  to  be  enacted.  530 

STATUTES. 

Title   XIX.      Corporations.      Chap. 

LXXV.     General  Provisions. 

5.  Powers 531 

6.  Majorities     a     quorum     of 

directors  and  members    .  532 


7.  Records,  rules  as'to.  Penalty 

for  omissions      ....  532 

8.  All  meetings  of  entire  mem- 

bership legal       ....  532 

9.  Elections  of  trustees,  special 

provisions  for     ...     .  533 

10.  Dissolution,  grounds  for  .     .  533 

11.  Expiring  and  dissolved  cor- 

porations continued  for 
three  years.  Trustees  to 
be  administrators    .     .     .  533 

12.  Property  to  be  used  only  for 

corporate  purposes      .     .  534 


Syllabus  of  Laws. 


Ixv 


13.  Powers  of  the  Legislature     .  534 

14.  Actions  may  be  maintained 

by  and  against  members.  534 
Chap.  LXXXVI.     Organization. 

15.  Purposes.     Corporations   to 

carry  out  wills    ....  534 
Mode  of  Organization. 

16.  Articles,  contents,  tiling  and 

fees 535 

17.  Signers   of    articles    to   act 

until  trustees  are  elected  .  536 

18.  Amendmentsto  articles,  how 

effected,  must  be  re- 
corded   537 

Additional  Powers  of  Peculiar 
Corporations. 

19.  Organization  secures  incor- 

poration. Powers  over 
property 538 

20.  Religious  corporations  may 

be  controlled  by  denomi- 
nation   538 

21.  Dissolution,  provisions  for  .  538 

Misceltancotts. 

22.  Amendments     of      articles. 

Existing  corporations  may 
organize  under  this  chap- 
ter      539 

Chap.  XCI.     Of  Religious  Societies. 

23.  Who  may  incorporate      .     .  540 

24.  Articles  of  association,  form 

and  record 540 

25.  By-laws.     Number  of  trus- 

tees.    Membership      .     .  540 


26.  Powers 541 

27.  Trustees  may  be  classified  .  541 

28.  Meetings.     By-laws    .     .     .  541 

29.  Notice     of     first     meeting. 

Qualifications  of  voters     .  541 

30.  Trustees,    powers,    officers, 

records.  To  be  governed 
by  denominational  rules  .  542 

31.  Existing   religious   corpora- 

tions confirmed.  May 
organize  under  this  chap- 
ter, but  cannot  change 
denominational  connec- 
tion   542 

32.  Failure  to  elect  trustees  not 

to  dissolve.  Dissolved 
corporations  may  reincor- 
porate   543 

33.  Incorporation  of  synods  and 

presbyteries,  etc.     .     .     .  543 

34.  Trustees  of  synods  and  pres- 

byteries may  take  title     .  543 

35.  Real  estate  to  vest  in  trustees  544 

36.  Prior     incorporations     con- 

firmed. Provisions  of  this 
chapter  applicable  .     .     .  544 

Title  XXI.     Chap.  C.     Recording 
of  Instruments,  etc. 

37.  Deeds  of  church   pews  re- 

cordable     544 

38.  Mortmain  restricdons      .     .  545 

Miscellaneotis. 

39.  Pardcular  denominations     .  545 
Taxation 573 


WYOMING. 


CONSTITUTION. 

1.  No   appropriations    for    re- 

ligious purposes       .     .     .  346 

2.  No  special  laws  to  be  passed  546 

3.  General  laws  to  be  enacted. 

Powers  of  the  legislature  .  546 

4.  Territorial  laws  in  force  .     .  546 

STATUTES. 
Title  I.     Chap.  I.     Of  Conveyances. 

5.  Conveyances      of      church 

pe\vs  may  be  recorded     .  547 


Title  VII.     Chap.  IV.    Religious 
Associations,  etc. 

6.  Purposes 547 

7.  Record   secures    incorpora-. 

tion.     Evidence  of  incor- 
poration      548 

8.  Powers.     Limitation     upon 

property 548 

9.  By-laws,  purposes  ....  548 

10.  Power  to  raise  money      .     .  549 

11.  Officers  to  receive  no  salary  549 


Ixvi 


Religious  Corporations. 


12.  Powers  of  trU'Stees  conferred 

in  by-laws 549 

13.  Power  of  legislature     .     .     .  549 
Chap.  V.     Certain  ChurcJi  Associa- 
tions, etc. 

14.  Churches   may   incorporate 

under  denominational  au- 
thority   549 

15.  First  meeting   for   such  or- 

ganization       549 

16.  Articles,  contents  and  filing.  550 

17.  Persons  organizing  to  be  first 

corporators 550 

18.  Denominational       corpora- 

tions      for       education, 
charity,  etc.,  how  formed  550 

19.  Churches  may  reincorporate 

under  this  chapter  .     .     .  551 

20.  General    laws   to   apply    to 

corporations    under    this 
chapter 551 

21.  By-laws 551 

Title  XX  VIII.     Procedure—  Civil. 
Div.  VII     Chap.  III.     Partition. 

22.  Partition  of  property  of  re- 

ligious denominations      .  552 


23.  Partition  of  property  of  re- 

ligious congregations  .     .552 

24.  Restrictions  upon  partitions 

above  authorized    .     .     .  552 

25.  Costs   and  expenses  to  be 

equitably  taxed  ....  552 

Chap.  IV.     Subdiv.  IV.     To  Sell 
Estates,  etc. 

26.  Sale  of  property  held  for  re- 

ligious use,  how  effected  .  553 

27.  Who  are  parties  to  proceed- 

ings   553 

Acceptance  of  Constitution. 

28.  Acceptance  necessary     .     .553 

29.  How  effected 554 

30.  Record 554 

31.  Duty  of  secretary  of  state    .  554 

32.  Imperfect  acceptance  legal- 

ized   554 

33.  Unincorporated  societies      .  554 
Taxation 574 


NEW  YORK. 


Amendment,  Religious  Corporations 
Law.     Art.  IV,  April,  i8g6. 

113.  Word      Presbyterian      in- 

serted in  title      ....  575 

114.  Decision  by  Lutheran  and 

Presbyterian  churches  as 
to  system  of  incorpora- 
tion and  government .     .  575 

115.  Incorporation  of  Reformed 

Dutch,  Presbyterian,  Re- 


formed Presbyterian  and 
Evangelical  Lutheran 
churches  .....  576 

1 16.  Evangelical  Lutheran  and 

Presbyterian  churches, 
changing  system  of  elect- 
ing trustees    .....  577 

Amendment  Art.  V. 

117.  Application  of  this  article  .  578 

118.  Time  when  in  force  .     .     .  579 


ALABAMA. 


CONSTITUTION.     Article  XIV. 
(Operative,  Dec.  lo,  1875.) 

1.  Limitation   on   powers  of  corporations. — 5.     No 

corporation  shall  engage  in  any  business  other  than  that  ex- 
pressly authorized  by  its  charter. 

2.  Powers  of  General  Assembly.  — 10.  The  General 
Assembly  shall  have  the  power  to  alter,  revoke  or  amend  any 
charter  of  incorporation  now  existing,  and  revocable  at  the  rati- 
fication of  this  Constitution,  or  any  that  may  hereafter  be  created, 
whenever,  in  their  opinion,  it  may  be  injurious  to  the  citizens  of 
this  State,  in  such  manner,  however,  that  no  injustice  shall  be 
done  to  the  incorporators.  No  law  hereafter  enacted  shall 
create,  renew  or  extend  the  charter  of  more  than  one  corpora- 
tion. 


STATUTES.     Code,  1887. 

3.  Method. — Election  of  trustees. — 1694.  The  mem- 
bers of  any  church  or  religious  society,  of  an  educational  society, 
benevolent  society,  or  the  owners  of  a  graveyard,  desiring  to 
become  incorporated,  shall  elect  not  less  than  three  nor  more 
than  nine  trustees. 

4.  Incorporation  completed  by  filing  certificate.— 
1695.  Such  trustees  shall,  within  thirty  days  after  their  election, 
file  in  the  office  of  the  judge  of  probate  of  the  county  in  which 
the  corporation  is  to  exercise  its  functions,  a  certificate  stating 
the  corporate  name  selected,  the  names  of  the  trustees,  and  the 
length  of  time  for  which  they  were  elected  ;  which  certificate 
shall  be  subscribed  by  them,  and  recorded.  The  members  of 
such  society,  their  associates  and  successors  are,  from  the  filing 
of  such  certificate,  incorporated  by  the  name  therein  specified. 

5.  Powers. — 1696.  Corporations  created  under  this  chap- 
ter may  hold  real  and  personal  property,  not  exceeding  in  value 
fifty  thousand  dollars,   may  receive  property  by   gift,   will  or 


2  Religious  Corporations. 

devise,  holding  the  same  in  conformity  with  all  lawful  condi- 
tions imposed  by  the  donor,  and  exercise  such  other  powers  as 
are  incident  to  private  corporations. 

6.  Suits  against,  how  begun. — 1697.  In  all  suits  or  legal 
proceedings,  the  service  of  process  and  papers  on  a  trustee  of 
such  corporation  is  valid  for  the  purpose  of  bringing  such  cor- 
poration into  court,  or  for  the  objects  of  the  notice. 

7.  Consent  of  majority  of  members  necessary  to  exe- 
cution of  mortgage. — 1698.  The  trustees,  or  other  authorized 
agents  of  any  society  or  church,  organized  by  special  charter,  or 
under  the  general  laws  of  this  State,  may,  by  mortgage  or 
deed  of  trust,  convey  all,  or  any  part  of  the  property  thereof, 
real  or  personal,  to  secure  the  payment  of  any  debt  contracted 
by  the  trustees  or  other  authorized  agents  ;  but  this  section 
shall  first  have  been  accepted  as  an  amendment  to  the  organic 
law  of  such  society  or  church,  if  not  already  a  part,  of  it,  by  a 
majority  of  the  adult  members  of  such  society  or  church,  assem- 
bled after  ten  days'  notice  of  the  time,  place  and  object  of  such 
meeting,  posted  at  the  usual  place  of  assembly,  and  published 
by  announcement  at  a  regular  meeting  for  at  least  one  week 
prior  to  such  action ;  no  such  mortgage  or  deed  of  trust  shall  be 
executed  without  the  consent  of  a  majority  of  such  trustees  and 
of  a  majority  of  the  adult  members  of  such  organization,  voting 
thereon  at  a  meeting  assembled  after  ten  days'  notice  as  above. 

8.  Recital  upon  minutes  evidence  of  regularity. — 

1699.  A  recital  upon  the  minutes  of  the  proceedings  of  such 
society  or  church,  that  such  notice  was  given,  and  of  the  vote 
upon  the  question  before  the  meeting,  shall  be  evidence  of  the 
regularity  of  such  meeting,  and  of  the  proceedings  therein. 

Incomplete  Articles  of  Incorporation. 
[Act  of  Feb.  28,  1889.] 

9.  How  completed. — Whenever  any  private  corporation 
heretofore  or  hereafter  created  under  the  laws  of  Alabama  have 
accidentally  or  inadvertently  failed  to  comply  with  the  requisi- 
tion of  the  statute  in  its  organization,  it  shall  be  lawful  for  the 
president  of  such  organization  to  supply  such  omission  by  filing 
with  the  probate  judge  who  issued  the  certificate  of  incorpo- 
ration, a  statement,  under  oath,  setting  forth  such  omission 
and  supplying  the  same,  which  shall  be  filed  with  the  other 
papers  of  such  incorporation  and  recorded.     And  such  filing 


Alabama.  3 

shall  relate  back  to  the  date  of  such  incorporation,  except  as  to 
the  rights  of  third  parties,  which  might  have  intervened. 

Amendment  of  Charters. 

[Act  of  Feb.  6,  1895.] 

10.  How  effected. — Any  corporation  not  of  a  business 
character  may  alter  or  amend  its  charter  whenever  not  less 
than  three-fourths  in  number  of  the  members  thereof  shall  file 
in  the  office  of  the  judge  of  probate  of  the  county  wherein  the 
original  declaration  of  incorporation  was  filed,  or  in  cases 
where  the  charter  was  granted  by  an  act  of  the  general  assem- 
bly of  Alabama,  prior  to  the  enactment  of  the  general  incorpo- 
ration laws  of  this  State  of  1S67,  in  the  office  of  the  secretary 
of  state,  a  declaration  in  writing,  signed  by  them,  setting 
forth,  I.  When  said  corporation  was  organized,  its  name,  what 
changes,  if  any,  it  is  desired  to  make  in  such  name  2.  The 
purposes  of  the  corporation,  as  the  same  are  set  forth  in  the 
original  declaration  of  incorporation  and  the  alterations  and 
amendments  thereof,  if  any  such  are  desired.  Provided^  .... 
That  no  such  change  or  alteration  in  the  charter  of  any  corpo- 
ration shall  authorize  it  to  exercise  any  powers,  or  to  do  any 
acts  which  similar  corporations  are  not  authorized  to  exercise 
and  do,  under  the  laws  existing  at  the  time  such  alteration  or 
amendment  is  made  nor  to  decrease  its  stock  below  the  mini- 
mum fixed  by  these  existing  laws. 


ALASKA. 


ACT  OF  CONGRESS,  May  17,  1884. 

1.  Laws  of  Oregon  applicable,* — 7.  That  the  general 
laws  of  the  State  of  Oregon  now  in  force  are  hereby  declared 
to  be  the  law  in  said  district,  so  far  as  the  same  may  be  appli- 
cable and  not  in  conflict  with  the  provisions  of  this  act  or  the 
laws  of  the  United  States. 

2.  Land  for  missionary  stations. t — 8.     That  the   said 

district  of  Alaska  is  hereby  created  a  land  district A7id 

provided  also,  That  the  land  not  exceeding  six  hundred  and 
forty  acres  at  any  station  now  occupied  as  missionary  stations 
among  the  Indian  tribes  in  said  section,  with  the  improvements 
thereon  erected  by  or  for  such  societies,  shall  be  continued  in 
the  occupancy  of  the  several  religious  societies  to  which  said 
missionary  stations  respectively  belong  until  action  by  Congress; 
but  nothing  contained  in  this  act  shall  be  construed  to  put  in 
force  in  said  district  the  general  land  laws  of  the  United  States. 

ACT  OF  CONGRESS,  March  6,  1891. 

3.  Missionary  stations  excepted  from  provisions  for 

town  sites  and  purchase  of  lands. — 14 And  all  tracts 

of  land  not  exceeding  six  hundred  and  forty  acres  in  any  one 
tract  now  occupied  as  missionary  stations  in  said  district  of 
Alaska  are  hereby  excepted  from  the  operation  of  the  last  three 
preceding  sections  of  this  act  (26  Stat.,  1095), 

*  See  also,  under  Arizona,  Federal  Laws. 

t  See  similar  titles  under  Oregon  and  Washington. 


(4) 


ARIZONA. 


FEDERAL  LAWS  AFFECTING  ALL  THE  TERRITORIES. 
Revised  Statutes  of  the  U.  S.,  1891. 

1.  Powers  of  Territorial  Assemblies.  — 1889.  The 
Legislative  Assemblies  of  the  several  Territories  shall  not  grant 
private  charters  or  special  privileges,  but  they  may,  by  general 
incorporation  acts,  permit  persons  to  associate  themselves  to- 
gether as  bodies  corporate,  ....  for  colleges,  seminaries, 
churches,  libraries  or  any  other  benevolent,  charitable  or  scien- 
tific association. 

2.  Limit  on  real  estate. — 1890.  No  corporation  or  asso- 
ciation for  religious  or  charitable  purposes  shall  acquire  or  hold 
real  estate  in  any  Territory  during  the  existence  of  the  Terri- 
torial government  of  a  greater  value  than  fifty  thousand  dollars, 
and  all  real  estate  acquired  or  held  by  such  corporation  or  asso- 
ciation contrary  hereto  shall  be  forfeited  and  escheat  to  the 
United  States;  but  existing  vested  rights  in  real  estate  shall  not 
be  impaired  by  the  provisions  of  this  section. 

3.  Trustees  to  hold  real  estate. — 5352.  All  religious 
societies,  sects,  and  congregations  shall  have  the  right  to  have 
and  to  hold,  through  trustees  appointed  by  any  court  exercising 
probate  powers  in  a  Territory,  only  on  the  nomination  of  the 
authorities  of  9uch  society,  sect,  or  congregation,  so  much  real 
property  for  the  erection  or  use  of  houses  of  worship,  and  for 
such  parsonages  and  burial-grounds  as  shall  be  necessary  for 
the  convenience  and  use  of  the  several  congregations  of  such 
religious  society,  sect,  or  congregation. 


REVISED  STATUTES  OP  ARIZONA,  1887. 

Title  XII.      Chap.  I.    Preliminary  Provisions. 

1.  Private  corporations  defined. — 231  (Sec.  3).  A  pri- 
vate corporation  is  one  organized  for  the  purposes  of  religion, 
charity  or  benevolence,  sociability  or  learning,  or  for  profit. 

(5) 


6  Religious  Corporations. 

Chap.  II.     Corporations  in  General. 

2.  Who  may  incorporate. — 232  (Sec.  i).  Any  number 
of  persons  may  associate  themselves  together  and  become  incor- 
porated for  the  transaction  of  any  lawful  business.  But  such 
incorporation  shall  confer  no  powers  or  privileges  not  possessed 
by  natural  persons  except  as  herein  provided. 

3.  Powers. — 233  (Sec.  2).  Among  the  powers  of  such 
bodies  corporate,  shall  be  the  following : 

1.  To  have  perpetual  succession. 

2.  To  sue  and  be  sued  by  the  corporate  name. 

3.  To  have  a  common  seal  and  alter  the  same  at  pleasure. 

4.  To  render  the  shares  or  interest  of  stockholders  transfer- 
able and  prescribe  the  mode  of  making  such  transfers. 

5.  To  exempt  the  private  property  of  members  from  lia- 
bility for  corporate  debts. 

6.  To  make  contracts,  acquire  and  transfer  property,  pos- 
sessing the  same  powers  in  such  respects  as  private  individuals 
now  enjoy. 

7.  To  establish  by-laws  and  make  all  rules  and  regulations 
deemed  expedient  for  the  management  of  their  affairs  not  incon- 
sistent with  the  Constitution  and  laws  of  the  United  States  and 
laws  of  this  Territory. 

4.  Articles  of  incorporation.  —  234  (Sec.  3).  Before 
commencing  any  business  except  that  of  their  own  organiza- 
tion, they  must  adopt  articles  of  incorporation,  which  shall  be 
signed  and  acknowledged  by  them,  as  deeds  are  required  to  be 
acknowledged  and  recorded  in  a  book  for  that  purpose,  in  the 
office  of  the  county  recorder  of  the  county  where  the  principal 
place  of  business  is  to  be. 

The  articles  of  incorporation  must  contain  : 

1.  The  names  of  the  corporators,  the  name  of  the  corpora- 
tion and  its  principal  place  of  transacting  business. 

2.  The  general  nature  of  the  business  proposed  to  be  trans- 
acted. 

3.  The  amount  of  capital  stock  authorized  and  the  times 
when  and  conditions  upon  which  it  is  to  be  paid  in. 

4.  The  time  of  the  commencement  and  termination  of  the 
corporation. 

5.  By  what  officers  or  persons  the  affairs  of  the  corporation 
are  to  be  conducted,  and  the  times  at  which  they  are  to  be 
elected. 


Arizona.  h 

6.  The  highest  amount  of  indebtedness  or  liability  to  which 
the  corporation  is  at  any  time  to  subject  itself. 

7.  Whether  private  property  is  to  be  exempt  from  corporate 
debts.  Unless  so  exempted  stockholders  are  liable  for  the 
debts  of  the  corporation,  in  the  proportion  which  their  stock 
bears  to  the  whole  capital  stock. 

5.  Time-limit  and  reiaewal  of  charters. — 238  (vSec.  7). 
Corporations  for  the  construction  of  any  work  of  internal  im- 
provement may  be  formed  to  endure  for  fifty  years,  those 
formed  for  other  purposes  shall  not  exceed  twenty-five  years  in 
duration,  but  in  either  case  they  may  be  renewed  from  time  to 
time  for  a  period  not  greater  than  was  at  first  permissible,  when 
three-fourths  of  the  votes  cast  at  any  regular  election  held  for 
that  purpose  shall  be  in  favor  of  such  renewal. 

6.  Dissolution,  how  secured. — 239  (Sec.  8).  The  corpo- 
ration shall  not  be  dissolved  prior  to  the  period  fixed  upon,  in 
the  articles  of  incorporation,  except  by  a  majority  of  stock  of 
its  members  unless  a  different  rule  is  adopted  in  the  articles. 
And  no  such  premature  dissolution  shall  take  place,  unless  pre- 
ceded by  the  newspaper  publication  required  at  its  organization. 

7.  Legal  organization  to  be  presumed. — 248  (Sec.  17). 
Persons  acting  as  a  corporation  under  the  provisions  of  this  act 
shall  be  presumed  to  oe  legally  organized  until  the  contrary  is 
shown,  and  no  such  franchise  shall  be  declared  to  be  actually 
null  and  forfeited  except  in  a  regular  proceeding  brought  for 
that  purpose. 

Chap.  VI.   Religious,  Social  and  Benevolent  Associations. 

8.  Who  may  incorporate. — 332  (Sec.  i).  Any  number  of 
persons  associated  together  for  any  purpose  where  pecuniary 
profit  is  not  their  object,  and  for  which  individuals  may  lawfully 
associate  themselves,  may,  in  accordance  with  the  rules,  regu- 
lation or  discipline  of  such  association  elect  directors,  the 
number  thereof  not  to  be  less  than  three,  nor  [more]  than  twenty- 
five,  and  may  incorporate  themselves  as  provided  in  this  title. 

9.  Articles  of  incorporation.— 333  (Sec.  2).  In  addition 
to  the  requirement  of  Section  3,  of  Chapter  II,  of  this  act,  so 
far  as  such  section  is  applicable,  the  articles  of  incorporation  of 
any  such  association  as  is  mentioned  in  the  preceding  section 


8  Religious  Corporations. 

shall  set  forth  the  holding  of  the  election  for  directors,  the  time 
and  place  where  the  same  was  held  and  the  result  thereof,  which 
fact  must  be  verified  by  the  officers  conducting  the  election. 

10.  Powers.  Limit  on  property. — 334(860.3).  All  such 
corporations  may  hold  all  the  property  of  the  association  owned 
prior  to  incorporation,  or  acquired  thereafter  in  any  manner,  and 
transact  all  business  relative  thereto,  but  no  such  corporation 
must  own  or  hold  more  real  estate  than  may  be  necessary  for 
the  business  and  objects  of  the  association,  and  providing  burial- 
grounds  for  its  deceased  members  not  to  exceed  six  whole  lots 
in  any  city  or  town,  nor  more  than  twenty  acres  in  the  country, 
the  annual  increase  or  income  whereof  must  not  exceed  fifty 
thousand  dollars. 

11.  Directors.  Annual  report. — 336  (vSec.  5).  The  direc- 
tors must  annually  make  a  report  of  all  property,  real  and  per- 
sonal, held  in  trust  for  their  corporation  by  them,  and  of  the 
condition  thereof,  to  the  members  of  the  association  for  which 
they  are  acting. 

12.  How  real  estate  may  be  mortgaged  or  sold.— 337 

(Sec.  6).  Corporations  of  the  character  mentioned  in  Section  one 
of  this  chapter,  may  mortgage  or  sell  real  property  held  by  them 
upon  obtaining  an  order  for  that  purpose  from  the  district 
court  held  in  the  county  in  which  the  property  is  situated. 
Before  making  the  order,  proof  must  be  made  to  the  satisfaction 
of  the  court  that  notice  of  the  application  for  leave  to  mortgage 
or  sell,  has  been  given  by  publication  in  such  manner  and  for 
such  time  as  the  court  or  judge  has  directed,  and  that  it  is  for 
the  interest  of  the  corporation  that  leave  should  be  granted  as 
prayed  for.  The  application  must  be  made  by  petition,  and 
any  member  of  the  corporation  may  oppose  the  granting  of  the 
order  by  affidavit  or  otherwise. 

13.  Additional  powers.— 338  (Sec.  7).  Corporations  organ- 
ized for  purposes  other  than  for  profit  may,  in  their  by-laws  or 
ordinances,  constitutions,  or  articles  of  incorporation,  in  addi- 
tion to  the  provisions  in  Chapter  II  of  this  act,  provide  for: 

1.  The  qualiiications  of  members,  mode  of  election,  and 
terms  of  admission  to  membership ; 

2.  The  fees  of  admission  and  dues  to  be  paid  to  their  treas- 
ury by  members; 

3.  The  expulsion  and  suspension  of  members  for  misconduct 
or  non-payment  of  dues;  also  for  restoration  to  membership; 


Arizona.  9 

4.  Contracting,  securing,  paying,  and  limiting  the  amount 
of  their  indebtedness; 

5.  Other  regulations,  not  repugnant  to  the  Constitution  or 
laws  of  the  Territory  and  consonant  with  the  objects  of  the 
corporation. 

14.  New  members. — 339  (Sec.  8).  Members  admitted  after 
incorporation  have  all  the  rights  and  privileges,  and  are  subject 
to  the  same  responsibilities  as  members  of  the  association  prior 
thereto. 

15.  Rights  or  privileges  of  members. — 340  (Sec.  9).  No 
member,  or  his  legal  representative,  must  dispose  of  or  transfer 
any  right  or  privilege  conferred  on  him  by  reason  of  his  mem- 
bership of  such  corporation,  or  be  deprived  thereof,  except  as 
herein  provided. 

Chap.  VIII.    Existing  Corporations  Entitled  to  Benefits. 

16.  How  benefits  may  be  secured. — 353  (Sec.  i).  Any 
corporation  now  existing  in  this  Territory  and  formed  under  the 
laws  thereof  may,  by  a  resolution  of  its  board  of  directors,  elect 
to  come  under  and  enjoy  all  the  advantages  of  this  title,  and 
upon  filing  in  the  office  of  the  secretary  of  the  Territory  a  copy 
of  said  resolution  certified  by  the  seal  of  said  corporation  and 
attested  by  the  president  thereof  with  the  seal  of  said  corpora- 
tion, such  corporation  shall  have  the  same  powers,  privileges 
and  rights  as  though  it  had  been  erected  under  this  act. 

17.  Status  of  existing  corporations. — 354  (Sec  2).  No 
corporation  formed  or  existing  by  virtue  of  and  under  the  laws 
of  this  Territory  before  the  day  on  which  this  act  takes  effect, 
is  affected  by  its  provisions,  unless  such  corporation  elects  to 
come  under  this  act,  as  provided  in  the  preceding  section,  but 
the  laws  under  which  such  corporations  were  formed  and  exist 
are  applicable  to  all  such  corporations  and  are  repealed  subject 
to  the  urovisions  of  this  section. 


ARKANSAS. 


CONSTITUTION.     Article  XII. 
[In  effect,  Oct.  30,  1874.] 

1.  Powers  of  General  Assembly. — 6.  Corporations  may 
be  formed  under  general  laws,  which  laws  may,  from  time  to 
time,  be  altered  or  repealed.  The  General  Assembly  shall  have 
the  power  to  alter,  revoke  or  annul  any  charter  of  incorporation 
now  existing  and  revocable  at  the  adoption  of  this  Constitution, 
or  any  that  may  hereafter  be  created,  whenever,  in  their  opin- 
ion, it  may  be  injurious  to  the  citizens  of  this  State,  in  such 
manner,  however,  that  no  injustice  shall  be  done  to  the  corpo- 
rators. 

STATUTES.     Digest,  1893. 

Chap.  XLVII. 

VII.   Corporations  for  Benevolent  Purposes,  etc. 

2.  Who  may  incorporate. — 1413.  Any  lodge  of  Free- 
masons or  Odd  Fellows,  divisions  of  Sons  of  Temperance,  or  any 
grange  of  the  Patrons  of  Husbandry,  or  any  cooperative  or 
other  association  organized  for  benevolent  purposes,  or  for  the 
mutual  benefit  of  its  members,  or  for  the  promotion  of  any  other 
good  and  useful  object,  ....  or  any  association  organized  for 
the  promotion  of  bodily  or  mental  health,  and  all  societies  organ- 
ized to  promote  either  or  all  of  the  above-named  objects,  and  for 
all  other  similar  purposes  by  whatever  name  they  may  be 
known,  consisting  of  not  less  than  three  persons,  ....  may 
be  constituted  and  declared  a  body  politic  and  corporate,  with 
all  the  privileges  and  powers  and  subject  to  all  the  liabilities 
contained  in  this  act. 

3.  Articles  to  be  filed. — 1414.  Any  association  of  persons 
desirous  of  becoming  incorporated,  under  the  provisions  of  this 
act,  shall  file  with  the  clerk  of  the  circuit  court  and  recorder 
for  the  proper  county  a  copy  of  their  constitution  or  articles  of 
association  and  a  list  of  all  the  members,  together  with  a  petition 

(10) 


Arkansas.  u 

to  said  court  for  a  certificate  of  incorporation  under  the  pro- 
visions of  this  act. 

4.  Certificate  of  incorporation. — 141 5.  Said  clerk  shall 
enter  of  record  said  constitution  or  articles  of  association  and 
accompanying  petition  and  list  of  names,  and  shall  issue  to  said 
association,  under  the  seal  of  said  court,  a  certificate  in  the 
following  form,  to  wit : 

"Whereas,  A.,  B.,  C,  D.,  E.,  F.  and  others,  have  filed  in  the 
office  of  the  clerk  of  the  court  of  county 

their  constitution  or  articles  of  association  in  compliance  with 
the  provisions  of  the  law,  with  their  petition  for  incorporation, 
under  the  name  or  style  of  ,  they  are  therefore 

hereby  declared  a  body  politic  and  corporate  by  the  name  and 
style  aforesaid,  with  all  the  powers,  privileges  and  immunities 
granted  in  the  law  thereunto  appertaining. 
(Seal. )  Attest : 


Clerk  of  the  Circuit  Court  of  the  said 
county  and  ex-officio  Recorder." 

5.  Amendments  to  be  filed. — 141 6.  All  associations 
incorporated  under  the  provisions  of  this  act  shall  file  a  copy 
of  all  amendments  to  their  constitution  or  articles  of  associa- 
tion, certified  as  such,  with  the  clerk  of  said  court,  within  sixty 
days  after  their  passage. 

6.  First  meeting. — 141 7.  The  first  meeting  of  any  such 
corporation  shall  be  called,  organized  and  held  in  the  manner 
prescribed  in  the  constitution  or  articles  of  association  of  said 
corporation. 

7.  Power  to  raise  money. — 141 8.  Any  such  corporation 
shall  have  power  to  raise  money  in  any  manner  agreed  upon  in 
its  constitution  or  articles  of  association.  The  forms  of  govern- 
ment or  management  of  such  corporation  shall  also  be  such  as 
are  prescribed  by  their  constitution  or  articles  of  association, 

8.  General  powers. — 141 9.  Such  corporations  shall  have 
such  powers  of  suing  and  being  sued,  buying,  holding  and  sell- 
ing property,  real  and  personal,  and  of  otherwise  carrjang  out 
the  purposes  and  objects  of  their  organization  as  are  possessed 
by  other  corporations  and  which  may  be  necessary  to  their 
efficient  management  and  the  promotion  of  their  purposes. 


12  Religious  Corporations. 

9.  Record  to  be  kept. — 1420.  It  shall  be  the  duty  of  the 
clerk  or  secretary  of  any  such  corporation  to  keep  a  fair  record 
of  the  proceedings  of  such  corporation  in  a  book  provided  for 
that  purpose,  and  which  shall  at  all  times  be  open  to  the  inspec- 
tion of  the  members  of  such  corporation. 

10.  Fee  allowed  to  clerk. — 142 1.  The  clerk  of  the  cir- 
cuit court  shall  receive  for  his  services  under  the  provisions  of 
this  act   such  fees  as  are  allowed  by  law  for  similar  services. 

IX.    Dissolution  of  Corporations. 

11.  Property  vests  in  the  State  in  trust. — 1429.  If  any 
corporation  shall  expire  or  cease  to  exist,  either  by  its  own 
limitation,  judicial  judgment  of  forfeiture  of  charter,  or  by 
legislative  act,  the  common  law  in  relation  to  corporations  shall 
not  be  in  force  in  relation  thereto,  but  the  goods  and  chattels, 
lands,  'tenements  and  hereditaments,  and  every  right  or  profit 
issuing  out  of  or  appertaining  thereto,  moneys,  credits  and 
effects  of  such  corporation,  shall  immediately  vest  in  the  State 
in  trust  for  the  uses  and  purposes  by  said  charter  contemplated ; 
and  each,  every,  and  all  right,  upon  the  expiration  or  dissolution 
of  said  corporation,  shall  be  and  is  in  abeyance  until  the  action 
of  the  Legislature  shall  be  had  thereon,  unless  provisions  shall 
be  made  by  law  for  the  management  of  said  corporation  fund  in 
contemplation  of  such  dissolution. 

Chap.  CXXXII.    Religious  Societies. 

12.  Property  may  be  held  by  trustees. — 6381 .  All  lands 
and  teneinents,  not  exceeding  forty  acres,  that  have  been  or 
hereafter  may  be  conveyed  by  purchase  to  any  person  or  persons 
as  trustee  or  trustees  in  trust  for  the  use  of  any  religious  society 
within  this  State,  either  for  a  meeting  house,  burying-ground, 
camp-ground  or  residence  for  their  preacher,  shall  descend, 
with  the  improvements  and  appurtenances,  in  perpetual  succes- 
sion, in  trust  to  such  trustees  as  shall,  from  time  to  time,  be 
elected  or  appointed  by  any  such  religious  society  according  to 
the  rules  and  regulations  of  such  society. 

13.  Powers  of  trustees. — 6382.  The  trustee  or  trustees 
for  the  time  being  of  any  religious  society  aforesaid  shall  have 
the  same  power  to  defend  and  prosecute  suits  at  law  or  in  equity, 
and  do  all  other  acts  for  the  protection,  improvement  and 
preservation  of  said  property,  as  individuals  may  do  in  relation 
to  their  individual  property. 


CALIFORNIA. 


CONSTITUTION.    Article  XII. 

[In  force  Jan.  i,  1880.] 

1.  Powers  of  General  Assembly. — i.  Corporations  may- 
be formed  under  general  laws,  but  shall  not  be  created  by  spe- 
cial act.  All  laws  now  in  force  in  this  State  concerning  corpo- 
rations, and  all  laws  that  may  be  hereafter  passed  pursuant  to 
this  section,  may  be  altered  from  time  to  time  or  repealed. 

2.  Limitation  on  power  of  corporations. — 5.  No  cor- 
poration shall  engage  in  any  business  other  than  that  expressly 
authorized  in  its  charter  or  the  law  under  which  it  may  have 
been  or  may  hereafter  be  organized;  nor  shall  it  hold  for  a 
longer  period  than  five  years  any  real  estate,  except  as  may  be 
necessary  for  carrying  on  its  business. 

3.  Stockholders'  right  to  vote. — 12.*  In  all  elections 
for  directors  or  managers  of  corporations  every  stockholder  shall 
have  the  right  to  vote,  in  person  or  by  proxy,  the  number  of 
shares  of  stock  owned  by  him,  for  as  many  persons  as  there  are 
directors  or  managers  to  be  elected,  or  to  cumulate  said  shares 
and  give  one  candidate  as  many  votes  as  the  number  of  direc- 
tors multiplied  by  the  number  of  his  shares  shall  equal,  or  to 
distribute  them,  on  the  same  principle,  among  as  many  candi- 
dates as  he  shall  think  fit;  and  such  directors  or  managers 
shall  not  be  elected  in  any  other  manner,  except  that  mem- 
bers of  cooperative  societies  formed  for  agricultural,  mercantile 
and  manufacturing  purposes  may  vote  on  all  questions  affect- 
ing such  societies  in  manner  prescribed  by  law. 

4.  Maintenanceof  an  office  not  obligatory. — 14.  Every 
corporation,  other  than  religious,  educational  or  benevolent, 
organized  or  doing  business  in  this  vState,  shall  have  and  main- 
tain an  office  or  place  in  this  State  for  the  transaction  of  its 
business,  etc. 

*  Section  307  of  the  Statutes  makes  cumulative  voting  permissible  in  religious  corpo- 
rations only  when  so  provided  in  the  by-laws. 

(13) 


14  Religious  Corporations. 

CODES  AND  STATUTES,  1885.     Supplement,  1889. 

(With  amendments  to  1S94.) 

Title  I.     General  Provisions.* 

[Civil  Code  took  effect  Jan.  i,  1873.] 

5.  Corporations,  how  formed. — 285.  Private  corpora- 
tions may  be  formed  by  the  voluntary  association  of  any  five  or 
more  persons,  in  the  manner  prescribed  in  this  article.  A  ma- 
jority of  such  persons  must  be  residents  of  this  vState. 

6.  Purposes. — 286.  Private  corporations  may  be  formed 
for  any  purpose  for  which  individuals  may  lawfully  associate 
themselves. 

7.  Existing  corporations  may  elect  to  continue. — 

287.  Any  corporation  existing  on  the  first  day  of  January,  one 
thousand  eight  hundred  and  seventy-three,  formed  under  the 
laws  of  this  State,  and  still  existing,  which  has  not  already 
elected  to  continue  its  existence,  under  the  provisions  of  this 
code  applicable  thereto,  may,  at  any  time  thereafter,  make  such 
election  by  the  unanimous  vote  of  all  of  its  directors,  or  such 
election  may  be  made  at  any  annual  meeting  of  the  stockholders 
or  members,  or  at  any  meeting  called  by  the  directors  expressly 
for  considering  the  subject,  if  voted  ....  by  a  majority  of  the 
members,  or  inay  be  made  by  the  directors  upon  the  written 
consent  of  that  number  of  such  stockholders  or  members.  A 
certificate  of  the  action  of  the  directors,  signed  by  them  and 
their  secretary,  when  the  election  is  made  by  their  unanimous 
vote,  or  upon  the  written  consent  of  the  stockholders  or  mem- 
bers, or  a  certificate  of  the  proceedings  of  the  meeting  of  the 
stockholders  or  members,  when  such  election  is  made  at  any 
such  meeting,  signed  by  the  chairman  and  secretary  of  the 
meeting,  and  a  majority  of  the  directors,  must  be  filed  in  the 
office  of  the  clerk  of  the  county  where  the  original  articles  of 
incorporation  are  filed,  and  a  certified  copy  thereof  must  be  filed 
in  the  office  of  the  secretary  of  state  ;  and  thereafter  the  corpo- 
ration shall  continue  its  existence  under  the  provisions  of  this 
code  which  are  applicable  thereto,  and  shall  possess  all  the 
rights  and  powers,  and  be  subject  to  all  the  obligations,  restric- 
tions, and  limitations,  prescribed  thereby. 

*  The  omitted  sections,  viz.,  291,  293-295,  299,  300,  309,  313,  319  and  321,  relate  solely  to 
corporations  for  profit. 


California.  15 

8.  Existing  corporations  not  affected,  but  prior  laws 
repealed. — 288.  No  corporation  formed  or  existing  before 
twelve  o'clock,  noon,  of  the  day  upon  which  this  code  takes  effect 
[Jan.  I,  1873],  is  affected  by  the]  provisions  of  Part  IV  of 
Division  First  of  this  code,  unless  such  corporation  elects  to 
continue  its  existence  under  it  as  provided  in  Section  two  hun- 
dred and  eighty-seven ;  but  the  laws  under  which  such  corpora- 
tions were  formed  and  exist  are  applicable  to  all  such  corpora- 
tions, and  are  repealed  subject  to  the  provisions  of  this  section. 

9.  Articles  of  incorporation. — 289.  The  instrument  by 
which  a  private  corporation  is  formed  is  called  "articles  of 
incorporation." 

10.  Contents  of  articles. — 290.  Articles  of  incorporation 
must  be  prepared,  setting  forth : 

1.  The  name  of  the  incorporation; 

2.  The  purpose  for  which  it  is  formed ; 

3.  The  place  where  its  principal  business  is  to  be  trans- 
acted ; 

4.  The  term  for  which  it  is  to  exist,  not  exceeding  fifty 
years ; 

5.  The  number  of  its  directors  or  trustees,  which  shall  not 
be  less  than  five  nor  more  than  eleven,  and  the  names  and  resi- 
dence of  those  who  are  appointed  for  the  first  year. 

11.  Subscription  and  acknowledgment  of  articles. — 
292.  The  articles  of  incorporation  must  be  subscribed  by  five 
or  more  persons,  a  majority  of  whom  must  be  residents  of  this 
State,  and  acknowledged  by  each  before  some  officer  authorized 
to  take  and  certify  acknowledgments  of  conveyances  of  real 
property. 

12.  Articles,  where  to  be  filed.*  Corporate  life,  fifty 
years,  unless  otherwise  stated. — 296.  Upon  filing  the 
articles  of  incorporation  in  the  ofifice  of  the  county  clerk  of  the 
county  in  which  the  principal  business  of  the  company  is  to  be 
transacted,  and  a  copy  thereof,  certified  by  the  county  clerk, 
with  the  secretary  of  state,  and  the  affidavit  mentioned  in  the 
last  section,  where  such  affidavit  is  required,  the  secretary  of 
state  must  issue  to  the  corporation,  over  the  great  seal  of  the 
State,  a  certificate  that  a  copy  of  the  articles,  containing  the 
required  statement  of  facts,  has  been  filed  in  his  office;  and 

*  Section  299  requires  a  copy  of  articles  to  be  filed  in  every  county  -where  a  corpora- 
tion holds  property,  and  Section  363  (i)  provides  for  a  correction  of  mistakes  made  in 
filing  of  original  articles. 
6 


i6  Religious  Corporations. 

thereupon  the  persons  signing  the  articles,  and  their  associates 
and  successors,  shall  be  a  body  politic  and  corporate,  by  the 
name  stated  in  the  certificate,  and  for  the  term  of  fifty  years, 
unless  it  is  in  the  articles  of  incorporation  otherwise  stated  or  in 
this  code  otherwise  specially  provided. 

13.  Articles  to  be  evidence. — 297.  A  copy  of  any  articles 
of  incorporation  filed  in  pursuance  of  this  chapter,  and  certified 
by  the  secretary  of  state,  must  be  received  in  all  the  courts  and 
other  places  as  prima  facie  evidence  of  the  facts  therein  stated. 

14.  Members  defined. — 298.  The  owners  of  shares  in  a 
corporation  which  has  a  capital  stock  are  called  stockholders. 
If  a  corporation  has  no  capital  stock,  the  corporators  and  their 
successors  are  called  members. 

15.  By-laws  to  be  adopted  by  members. — 301.  Every 
corporation  formed  under  this  title  must,  within  one  month 
after  filing  articles  of  corporation,  adopt  a  code  of  by-laws  for 
its  government  not  inconsistent  with  the  constitution  and  laws 
of  this  State.  The  assent  ....  of  a  majority  of  the  members, 
if  there  be  no  capital  stock,  is  necessary  to  adopt  by-laws,  if 
they  are  adopted  at  a  meeting  called  for  that  purpose  ;  and  in 
the  event  of  such  meeting  being  called,  two  weeks'  notice  of  the 
same,  by  advertisement  in  some  newspaper  published  in  the 
county  in  which  the  principal  place  of  business  of  the  corpora- 
tion is  located,  or  if  none  is  published  therein,  then  in  a 
paper  published  in  an  adjoining  county,  must  be  given  by  order 
of  the  acting  president.  The  written  assent  of  ...  .  two- 
thirds  of  the  members  if  there  be  no  capital  stock  shall  be 
effectual  to  adopt  a  code  of  by-laws  without  a  meeting  for  that 
purpose. 

16.  Directors,  election  of.— 302.  The  directors  of  a  cor- 
poration must  be  elected  annually  by  the  stockholders  or  mem- 
bers, and  if  no  provision  is  made  in  the  by-laws  for  the  time  of 
election,  the  election  must  be  held  on  the  first  Tuesday  in  June. 
Notice  of  such  election  must  be  given,  and  the  right  to  vote  de- 
termined as  prescribed  in  Section  301. 

17.  By-laws,  contents  of.— 303-  A  corporation  may,  by 
its  by-laws,  where  no  other  provision  is  specially  made,  provide 
for: 

I .  The  time,  place,  and  manner  of  calling  and  conducting 
its  meetings; 


California.  17 

2.  The  number  of  stockholders  or  members  constituting  a 
quorum ; 

3.  The  mode  of  voting  by  proxy; 

4.  The  time  of  the  annual  election  of  directors,  and  the 
mode  and  manner  of  giving  notice  thereof; 

5.  The  compensation  and  duties  of  officers; 

6.  The  manner  of  election  and  tenure  of  office  of  all  officers 
other  than  the  directors;  and, 

7.  Suitable  penalties  for  violations  of  by-laws,  not  exceed- 
ing, in  any  case,  one  hundred  dollars  for  any  one  offense 

18.  By-laws,  recording  and  amendment  of. — 304.  All 
by-laws  adopted  must  be  certified  by  a  majority  of  the  directors 
and  secretary  of  the  corporation,  and  copied  in  a  legible  hand 
in  some  book  kept  in  the  office  of  the  corporation,  to  be  known 
as  the  "book  of  by-laws,"  and  no  by-law  shall  take  effect  until 
so  copied,  and  the  book  shall  then  be  opened  to  the  inspection 
of  the  public  during  office  hours  of  each  day  except  holidays.  The 
by-laws  may  be  repealed  or  amended,  or  new  by-laws  may  be 
adopted,  at  the  annual  meeting,  or  at  any  other  meeting  of  the 
stockholders  or  members,  called  for  that  purpose  by  the  direc- 
tors, ....  by  a  vote  representing  two-thirds  of  the  members. 
The  written  assent  of  two-thirds  ....  of  the  members  shall  be 
effectual  to  repeal  or  amend  any  by-laws  or  adopt  additional  by- 
laws. The  power  to  repeal  and  amend  the  by-laws,  and  adopt 
new  by-laws,  may,  by  a  similar  vote  at  any  such  meeting,  or 
similar  written  assent,  be  delegated  to  the  board  of  directors. 
The  power,  when  delegated,  may  be  revoked  by  a  similar  vote, 
at  any  regular  meeting  of  the  stockholders  or  members.  When- 
ever any  amendment  or  new  by-law  is  adopted,  it  shall  be  copied 
in  the  book  of  by-laws  with  the  original  by-laws,  and  immedi- 
ately after  them,  and  shall  not  take  effect  until  so  copied.  If 
any  by-law  be  repealed,  the  fact  of  repeal,  with  the  date  of  the 
meeting  at  which  the  repeal  was  enacted,  shall  be  stated  in 
said  book,  and  until  so  stated,  the  repeal  shall  not  take  effect. 

19,  Directors,  number,  qualifications,  and  quorum. — 

305.  The  corporate  powers,  business,  and  property  of  all  cor- 
porations formed  under  this  title  must  be  exercised,  conducted^ 
and  controlled  by  a  board  of  not  less  than  five  nor  more  than 
eleven  directors,  to  be  elected  from  among  the  holders  of  stock, 
or,  where  there  is  no  capital  stock,  then  from  the  members  of 
such  corporations A  majority  of  the  directors  must  be  in. 


i8  Religious  Corporations. 

all  cases  citizens  of  this  State.  Directors  of  all  other  corpora- 
tions must  be  members  thereof.  Unless  a  quorum  is  present 
and  acting,  no  business  performed,  or  act  done,  is  valid  as 
against  the  corporation.  Whenever  a  vacancy  occurs  in  the 
office  of  director,  unless  the  by-laws  of  the  corporation  otherwise 
provide,  such  vacancy  must  be  filled  by  an  appointee  of  the 
board. 

20.  Directors,  time  of  election.  Term. — 306.  At  the 
first  meeting  at  which  the  by-laws  are  adopted,  or  at  such  sub- 
sequent meeting  as  may  be  then  designated,  directors  must  be 
elected,  to  hold  their  offices  for  one  year,  and  until  their  suc- 
cessors are  elected  and  qualified. 

21.  Directors,   election  by  ballot,  cumulative  vote 

permitted. — 307.     All  elections  must  be  by  ballot In 

corporations  having  no  capital  stock,  each  member  of  the  corpo- 
ration may  cast  as  many  votes  for  one  director  as  there  are 
directors  to  be  elected,  or  may  distribute  the  same  among  any 
or  all  of  the  candidates.  In  either  case  the  directors  receiving 
the  highest  number  of  votes  shall  be  declared  elected.  The 
provisions  of  this  section,  so  far  as  it  relates  to  cumulative 
voting,  shall  not  apply  to  literary,  religious,  scientific,  social, 
or  benevolent  societies,  unless  it  shall  be  so  provided  in  their 
by-laws  or  rules. 

22.  Directors,  organization,  quorum,  and  powers. — 

308.  Immediately  after  their  election,  the  directors  must  or- 
ganize by  the  election  of  a  president,  who  must  be  one  of  their 
number,  a  secretary,  and  treasurer.  They  must  perform  the 
duties  enjoined  on  them  by  law  and  the  by-laws  of  the  corpora- 
tion. A  majority  of  the  directors  is  a  sufficient  number  to  form 
a  board  for  the  transaction  of  business,  and  every  decision  of  a 
majority  of  the  directors  forming  such  board,  made  when  duly 
assembled,  is  valid  as  a  corporate  act. 

23.  Directors,  removal  of. — 310.  No  director  shall  be 
removed  from  office,  unless  by  a  vote  of  two-thirds  of  the 
members,  ....  at  a  general  meeting  held  after  previous 
notice  of  the  time  and  place,  and  of  the  intention  to  propose 
such  removal.  Meetings  of  stockholders  for  this  purpose 
may  be  called  by  the  president,  or  by  a  majority  of  the  direc- 
tors, or  by  members  or  stockholders  holding  at  least  one-half 
of  the  votes.  Such  calls  must  be  in  writing,  and  addressed 
to  the  secretary,  who  must  thereupon  give  notice  of  the  time, 


California.  19 

place,  and  object  of  the  meeting,  and  by  whose  order  it  is 
called.  If  the  secretary  refuse  to  give  the  notice,  or  if  there 
is  none,  the  call  may  be  addressed  directly  to  the  members 
or  stockholders,  and  be  served  as  a  notice,  in  which  case  it 
must  specify  the  time  and  place  of  meeting.  The  notice  must 
be  given  in  the  manner  provided  in  Section  three  hundred  and 
one  of  this  title,  unless  other  express  provision  has  been  made 
therefor  in  the  by-laws.  In  case  of  removal,  the  vacancy  may 
be  filled  by  election  at  the  same  meeting. 

24.  When  justice  of  the  peace  may  order  a  meeting. 
— 311.  Whenever,  from  any  cause,  there  is  no  person  author- 
ized to  call  or  to  preside  at  a  meeting  of  a  corporation,  any  justice 
of  the  peace  of  the  county  where  such  corporation  is  established 
may,  on  written  application  of  three  or  more  of  the  stock- 
holders or  of  the  members  thereof,  issue  a  warrant  to  one  of 
the  stockholders  or  members,  directing  him  to  call  a  meeting 
of  the  corporation,  by  giving  the  notice  required,  and  the  jus- 
tice may  in  the  same  warrant  direct  such  person  to  preside  at 
such  meeting  until  a  clerk  is  chosen  and  qualified,  if  there  is 
no  other  officer  present  legally  authorized  to  preside  thereat. 

25.  Majority  of  members  must  be  represented  at 
meetings. — 312.*  At  all  elections,  or  votes  had  for  any  pur- 
pose, there  must  be  a  majority  of  ...  .  the  members,  repre- 
sented either  in  person  or  by  proxy  in  writing.  Every  person 
acting  therein  (in  person,  or  by  proxy,  or  representative)  must 

be  a  member  thereof Any  vote  or  election  had  other 

than  in  accordance  with  the  provisions  of  this  article  is  void- 
able at  the  instance  of  absent  (or  any)  stockholders  or  mem- 
bers, and  may  be  set  aside  by  petition  to  the  district  court  of 
the  county  where  the  same  is  held.  Any  regular  or  called 
meeting  of  the  stockholders  or  members  may  adjourn  from  day 
to  day,  or  from  time  to  time,  if,  for  any  reason,  there  is  not 
present  a  majority  of  the  subscribed  stock  or  members,  or  no 
election  had,  such  adjournment  and  the  reasons  therefor  being 
recorded  in  the  journal  of  proceedings  of  the  board  of  directors. 

26.  Postponed  election. — 314.  If  from  any  cause  an 
election  does  not  take  place  on  the  day  appointed  in  the  by- 
laws, it  may  be  held  on  any  day  thereafter  as  is  provided  for  in 
such  by-laws,  or  to  which  such  election  may  be  adjourned  or 
ordered  by  the  directors.     If  an  election  has  not  been  held  at 

*  See  No.  38,  Section  599,  3,  -which  gives  religrious  societies  the  power  to  make  by-laws 
to  fix  a  quorum  less  than  a  majority. 


20  Religious  Corporations. 

the  appointed  time,  and  no  adjourned  or  other  meeting  for 
the  purpose  has  been  ordered  by  the  directors,  a  meeting  may 
be  called  by  the  stockholders,  as  provided  in  Section  three  hun- 
dred and  ten  of  this  article. 

27.  District  courts  to  hear  complaints   concerning 
;  elections. — 315.     Upon  the  application  of  any  person,  or  body 

corporate,  aggrieved  by  any  election  held  by  any  corporate 
body,  the  district  court  of  the  district  in  which  such  elec- 
tion  is  held  must  proceed  forthwith  to  hear  the  allegations  and 
proofs  of  the  parties,  or  otherwise  inquire  into  the  matters  of 
complaint,  and  thereupon  confirm  the  election,  order  a  new  one, 
or  direct  such  other  relief  in  the  premises  as  accords  with  right 
and  justice.  Upon  filing  the  petition,  and  before  any  further 
proceedings  are  had  under  this  section,  five  days'  notice  of  the 
hearing  must  be  given,  under  the  direction  of  the  court,  or  the 
judge  thereof,  to  the  adverse  party,  or  those  to  be  affected 
thereby, 

28.  Officers  liable  for  false  documents.— 316.    Any 

officer  of  a  corporation  who  willfully  gives  a  certificate,  or  will- 
fully makes  an  official  report,  public  notice,  or  entry  in  any  of 
the  records  or  books  of  the  corporation,  concerning  the  cor- 
poration or  its  business,  which  is  false  in  any  material  represen- 
tation, shall  be  liable  for  all  the  damages  resulting  therefrom  to 
any  person  injured  thereby ;  and  if  two  or  more  officers  unite 
or  participate  in  the  commission  of  any  of  the  acts  herein 
designated,  they  shall  be  jointly  and  severally  liable.  (Took 
effect  July  i,  1874.) 

29.  Meetings  by  common  consent  to  be  valid  with- 
out notice. — 317.  When  all  the  stockholders  or  members  of  a 
corporation  are  present  at  any  meeting,  however  called  or  noti- 
fied, and  sign  a  written  consent  thereto  on  the  record  of  such 
meeting,  the  doings  of  such  meeting  are  as  valid  as  if  had  at  a 
meeting  legally  called  and  noticed. 

30.  All  acts  of  such  meetings  binding.— 318.     The 

stockholders  or  members  of  such  corporation,  when  so  assem- 
bled, may  elect  officers  to  fill  all  vacancies  then  existing,  and 
may  act  upon  such  other  business  as  might  lawfully  be  trans- 
acted at  regular  meetings  of   the  corporation. 

31.  Directors,  meetings,  how  called,  when  no  regu- 
lar provision. — 320.     When  no  provision  is  made  in  the  by- 


California.  21 

laws  for  regular  meetings  of  the  directors  and  the  mode  of 
calling  special  meetings,  all  meetings  must  be  called  by  special 
notice  in  writing,  to  be  given  to  each  director  by  the  secretary, 
on  the  order  of  the  president,  or  if  there  be  none,  on  the  order 
of  two  directors. 

32.  Directors  by  unanimous  vote  may  acquire 
property. — 363  (2).  By  a  unanimous  vote  of  all  the  directors 
at  any  regular  meeting,  any  corporation  existing  or  hereafter  to 
be  formed  under  the  laws  of  this  State  may  acquire  and  hold 
the  lots  and  building  on  and  in  which  its  business  is  carried  on, 
and  may  improve  the  same  to  any  extent  required  for  the  con- 
venient transaction  of  its  business. 

TITLE  XII.  Religious,  Social  and  Benevolent  Associations.* 

33.  Corporations  not  for  profit,  how  formed. — 593. 
Any  number  of  persons  associated  together  for  any  purpose 
where  pecuniary  profit  is  not  their  object,  and  for  which  indi- 
viduals may  lawfully  associate  themselves,  may,  in  accordance 
with  the  rules,  regulations,  or  discipline  of  such  association, 
elect  directors,  the  number  thereof  to  be  not  less  than  three  nor 
more  than  eleven,  and  may  incorporate  themselves  as  provided 
in  this  part. 

34.  Additional  contents  of  articles. — 594.  In  addition 
to  the  requirements  of  section  290,!  the  articles  of  incorporation 
of  any  association  mentioned  in  the  preceding  section  must  set 
forth  the  holding  of  the  election  for  directors,  the  time  and 
place  where  the  same  was  held,  that  a  majority  of  the  members 
of  such  association  were  present  and  voted  at  such  election,  and 
the  result  thereof;  which  facts  must  be  verified  by  the  officers 
conducting  the, election. 

35.  Corporations  to  hold  property.  Limit  upon  real 
estate. — 595.  All  such  corporations  may  hold  all  the  property 
of  the  association  prior  to  incorporation  or  acquired  thereafter 
in  any  manner,  and  transact  all  business  relative  thereto  ;  but 
no  such  corporation  must  own  or  hold  more  real  estate  than  may 
be  necessary  for  the  business  and  objects  of  the  association,  and 
providing  burial  grounds  for  its  deceased  members,  not  to 
exceed  six  whole  lots  in  any  city  or  town,  not  more  than  twenty 
acres  in  the  country,  the  annual   increase,   income,   or  profit 

*The  omitted  sections  are  596  and  602.  Section  596  deals  with  Fi-iendly  Societies,  and 
Roction  602  authorizes  bishops,  chief  priests  and  presiding  elders  to  become  corporations 
sole.  tSeep.  15. 


22  Religious  Corporations. 

whereof  must  not  exceed  fifty  thousand  dollars ;  .  ,  .  .  pro- 
vided further,  that  the  limitations  herein  provided  for  shall  not 
apply  to  corporations  formed,  or  to  be  formed,  under  Section  six 
hundred  and  two  [three  and  four]  of  the  Civil  Code,  when  the 
land  is  held  or  used  for  churches,  hospitals,  schools,  colleges, 
orphan  asylums,  parsonages,  or  cemetery  purposes.* 

36.  Directors,  annual  report. — 597.  The  directors  must 
annually  make  a  full  report  of  all  property,  real  and  personal, 
held  in  trust  for  their  corporation  by  them,  and  of  the  condi- 
tion thereof,  to  the  members  of  the  association  for  which  they 
are  acting. 

37.  Real  estate,  how  mortgaged. — 598.  Corporations 
of  the  character  mentioned  in  Section  five  hundred  and  ninety- 
three  may  mortgage  or  sell  the  real  property  held  by  them,  and 
may  secure  the  payment  of  indebtedness  by  deed  of  trust  or 
mortgage  upon  their  real  property,  upon  obtaining  an  order  for 
that  purpose  from  the  superior  court  held  in  the  county  in 
which  the  property  is  situated.  The  corporations  above  men- 
tioned may  also  issue  bonds,  payable  at  any  time  within  twenty 
years,  as  evidence  of  the  indebtedness  secured  by  mortgage  or 
deed  of  trust.  Before  making  the  order,  proof  must  be  made 
to  the  satisfaction  of  the  court  that  notice  of  the  application 
for  leave  to  sell  or  mortgage  or  execute  a  deed  of  trust  has  been 
given,  by  publication  in  such  manner  and  for  such  time  as  the 
court  or  the  judge  has  directed,  and  that  it  is  to  the  interest  of 
the  corporation  that  leave  should  be  granted  as  prayed  for. 
The  application  must  be  made  by  petition,  and  an)^  meiuber  of 
the  corporation  may  oppose  the  granting  of  the  order,  by  affi- 
davit or  otherwise.  But  nothing  herein  contained  shall  prohibit 
or  prevent  the  trustees  or  directors  of  such  corporation,  under 
such  rules  and  regulations  as  they  may  adopt,  from  disposing  of 
burial  plots  situated  in  grounds  of  such  corporation  dedicated 
for  burial  purposes,  without  making  such  application  to  or 
obtaining  an  order  from  court.     [Approved  March  20,  1891.] 

38.  By-laws,  additional  provisions.! — 599.  Corpora- 
tions organized  for  purposes  other  than  for  profit  may,  in  their 
by-laws,  ordinances,  constitutions,  or  articles  of  incorporation, 
in  addition  to  the  provisions  in  Title  I.  of  this  part,  provide 
for  : 

I.  The  qualification  of  members,  mode  of  election,  and 
terms  of  admission  to  membership ; 

*  See  Nos.  41  and  42,  pp.  23,  24.  f  See  Nos.  15  and  17,  Sections  3CI  and  303,  p.  16. 


California.  <,, 

2.  The  fees  of  admission  and  dues  to  be  paid  to  their  treas- 
ury by  members ; 

3.  The  number  of  members  that  shall  constitute  a  quorum 
at  any  meeting-  of  the  corporation,  and  that  election  of  officers* 
of  the  corporation  by  a  meeting-  so  constituted  shall  be  as  valid 
as  if  there  had  been  a  majority  of  the  members  thereat  present 
and  voting  ;f 

4.  The  expulsion  and  suspension  of  members  for  miscon- 
duct or  non-payment  of  dues;  also,  for  restoration  to  mem- 
bership ; 

5.  Contracting,  securing,  paying,  and  limiting  the  amount 
of  their  indebtedness ; 

6.  Other  regulations,  not  repugnant  to  the  constitution  or 
laws  of  the  State,  and  consonant  with  the  objects  of  the  corpo- 
ration. 

39.  Members  admitted  after  incorporation. — 600. 
Members  admitted  after  incorporation  have  all  the  rights  and 
privileges,  and  are  subject  to  the  same  responsibilities,  as  mem- 
bers of  the  association  prior  thereto. 

40.  Members,  rights  of,  cannot  be  transferred. — 601. 
No  member,  or  his  legal  representative,  must  dispose  of  or 
transfer  any  right  or  privilege  conferred  on  him  by  reason  of 
his  membership  of  such  corporation,  or  be  deprived  thereof, 
except  as  herein  provided. 

41.  Synods  or  Presbyteries  may  incorporate. — 603. 
"Whenever  the  regulations,  rules,  or  discipline  of  any  church  or 
religious  society  require,  for  the  administration  of  the  tem- 
poralities thereof,  or  for  the  management  of  the  property  or 
estate  thereof,, any  diocese,  synod,  or  district  organization  of 
such  church  or  religious  society  may  elect  directors  and  become 
an  incorporation  in  the  manner  prescribed  in  this  title,  and  with 
all  the  powers  and  duties,  and  for  the  uses  and  purposes,  in  this 
title  provided  for  benevolent  or  religious  incorporations,  and 
subject  to  all  the  conditions,  limitations,  and  provisions  in  said 
title  prescribed,  except  as  otherwise  provided  in  this  section; 
provided,  that  directors  of  such  incorporation  may  be  elected, 
and  that  the  by-laws  for  its  government  may  be  made  and 
amended,  by  the  convention,   synod,  or  other  representative 

*  See  Nos.  ig  and  20,  Sections  305  and  306,  pp.  17  and  18. 

t  special  attention  should  be  given  to  this  provision,  otherwise,  No.  25,  Section  31^ 
•will  be  in  force.    See  also  Nos.  26,  29,  30,  31,  Sections  314,  317,  318,  320,  pp.  19  and  20. 


24  Religious  Corporations. 

body  of  such  church  or  religious  society,  in  and  for  such  dis- 
trict, in  accordance  with  the  constitution,  by-laws,  discipline,  or 
regulation  thereof,  at  any  regular  meeting,  or  special  meeting 
called  for  that  purpose ;  and  provided^  the  certificate  of  incor- 
poration and  of  the  election  of  directors  to  be  filed  shall  be 
sufficiently  signed  and  attested  by  the  signature  of  the  presid- 
ing officer  and  secretary  of  the  representative  convention, 
synod,  or  other  such  body,  in  which  such  election  is  held; 
and  provided,  all  property  held  by  such  incorporation  shall  be 
in  trust  for  the  use,  benefit,  and  purpose  of  the  church  or  religi- 
ous society  by  and  for  which  such  incorporation  was  formed, 
and  in  and  for  which  such  diocese,  synod,  or  other  district 
is  an  organized  or  constituent  part,  and  that  the  limitation  in 
Section  five  hundred  and  ninety-five  shall  not  apply  to  corpora- 
tions formed  under  this  section,  when  the  land  is  held  for 
churches,  hospitals,  schools,  colleges,  asylums,  parsonages,  or 
cemetery  purposes. 

42.  Representative  bodies  may  incorporate  the 
denominational  church  or  association. — 604.  Any  church 
or  other  religious  association  in  this  State,  composed  of  two  or 
more  constituent  parishes,  missions,  congregations,  or  societies, 
having  a  common  convention,  synod,  council,  or  other  represent- 
ative legislative  body,  may  be  incorporated  by  such  representa- 
tive body  under  this  part,  and  subject  to  the  provisions  of  this 
title,  except  as  otherwise  provided  in  this  section.  The  repre- 
sentative body  of  such  religious  association  electing  to  incorpo- 
rate the  same  shall  determine  the  name  of  the  proposed  corpo- 
ration, the  purpose  for  which  it  is  formed,  the  place  where  its 
principal  business  is  to  be  transacted,  the  term  for  which  it  is 
to  exist,  and  the  number  of  its  directors,  and  shall  elect  its 
directors  for  the  first  year.  The  articles  of  incorporation  need 
only  be  signed  and  acknowledged  by  the  presiding  officer  and 
secretary  of  such  representative  body,  and  in  addition  to  the 
requirements  of  Section  two  hundred  and  ninety,  shall  set  forth 
the  proceedings  herein  prescribed  for  said  representative  body, 
and  that  the  same  were  duly  had  in  accordance  with  the  consti- 
tution, canon,  rules  or  regulations  governing  the  other  pro- 
ceedings of  said  representative  body,  and  the  time  and  place 
thereof.  The  directors  of  such  corporation  shall  be  elected 
annually  by  the  representative  body  of  the  association.  The 
representative  body  providing  for  such  incorporation  shall  frame 
by-laws  for  the  corporation,  and  such  by-laws  may  be  repealed 


California.  25 

or  amended,  or  new  by-laws  may  be  adopted,  by  an}'-  subse- 
quent representative  body,  in  accordance  with  the  constitution, 
canons,  rules  or  regulations  governing  the  other  proceedings  of 
such  representative  body.  Such  corporation  may  hold  and 
administer,  not  only  the  common  property,  funds,  and  money 
of  such  association,  but  also  the  property,  funds,  and  money 
of  any  constituent  parish,  mission,  congregation,  or  society. 
The  limitation  in  Section  five  hundred  and  ninety-five  shall  not 
apply  to  corporations  formed  under  this  section  when  the  land 
is  held  or  used  for  churches,  hospitals,  schools,  colleges,  asy- 
lums, parsonages,  or  cemetery  pui'pose&. 

Amendment,    1895. 

Section  297*  of  the  civil  code  was  amended  by  act  of 
Mar.  8,  1895,  to  read  as  follows: 

297.  A  copy  of  any  articles  of  incorporation  filed  in  pur- 
suance of  this  chapter,  and  certified  by  the  secretary  of  State, 
or  by  the  county  clerk  of  the  county  where  the  original  articles 
shall  have  been  filed,  must  be  received  in  all  the  courts  of  this 
State,  and  other  places,  as  privia  facie  evidence  of  the  facts 
therein  stated. 

*See  No.  13,  p.  15. 


COLORADO. 


CONSTITUTION.     Article  XV. 
[Operative,  Aug.  i,  1876.] 

1.  No  special  charters. — 2.  No  charter  of  incorporation 
shall  be  granted,  extended,  changed  or  amended  by  special  law, 
except  for  such  municipal,  charitable,  educational,  penal  or 
reformatory  corporations  as  are  or  may  be  under  the  control  of 
the  State ;  but  the  General  Assembly  shall  provide  by  general 
laws  for  the  organization  of  corporations  hereafter  to  be  created. 

2.  Powers  of  G-eneral  Assembly. — 3.  The  General 
Assembly  shall  have  the  power  to  alter,  revoke  or  annul 
any  charter  of  incorporation  now  existing  and  revocable  at 
the  adoption  of  this  constitution,  or  any  that  may  hereafter  be 
created,  whenever  in  their  opinion  it  may  be  injurious  to  the 
citizens  of  the  State,  in  such  manner,  however,  that  no  injus- 
tice shall  be  done  to  the  corporators. 


STATUTES,  1891. 

(With  amendments  to  1894.) 

Religious,  Educational  and  Benevolent  Societies. 

3.  How  incorporated. — 641.  The  foregoing  provisions* 
shall  not  apply  to  any  religious,  educational  or  benevolent 
societies  or  associations,  but  any  church,  congregation  or 
society  formed  for  religious  worship,  educational  or  benevolent 
purposes  may  become  incorporated  under  this  act  in  the  follow- 
ing manner,  to  wit :  By  electing  or  appointing,  according  to  its 
usages  or  customs,  at  any  meeting  held  for  that  purpose,  two 
or  more  of  its  members  as  directors"  or  trustees,  wardens  or 
vestrymen  (or  such  other  officers  whose  powers  and  duties  are 
similar  to  those  of  trustees  as  shall  be  agreeable  to  the  usages 
and  customs,  rules  and  regulations  of  such  congregation,  church 
or  society),  and  may  adopt  a  corporate  name,   and  upon  the 


*  General  Provisions. 

(26) 


Colorado.  ^-. 

filing  of  the  affidavit  as  hereinafter  provided,  it  shall  be  and 
remain  a  body  politic  and  corporate  by  the  name  so  adopted. 

4.  Affidavit  to  be  filed  by  chairman. — 642.  The  chair- 
man or  secretary  of  such  meeting  shall,  as  soon  as  may  be  after 
snch  meeting,  make  and  file  in  the  office  of  the  recorder  of 
deeds  in  the  county  in  which  such  congregation,  church  or 
society  is  organized,  or  in  case  of  a  general  incorporation,  as 
provided  in  Section  forty-four,*  in  the  office  of  the  secretary  of 
state,   an  affidavit,  substantially  in  the  following  form  ; 

"  State  of  Colorado, 


ss 

COUNTY. 

"  I  do  solemnly  swear  (or  affirm,  as  the  case  maybe)  that  at 
a  meeting  of  the  members  of  the  (here  insert  the  name  of  the 

society  as  known   before  incorporation)   held  at  ,  in   the 

county  of  ,  and  State  of  Colorado,  on  the day  (of) 

— ,  A.D.  18 — ,  for  that  purpose,  the  following  person  (persons) 
were  elected  or  appointed  (here  insert  the  names)  trustees  (or 
wardens,  vestrymen,  or  officers  of  whatever  name  they  choose 
to  adopt,  with  powers  and  duties  similar  to  trustees,  according 
to  the  rules  and  usages  of  such  society,  church  or  congrega- 
tion), adopt  as  its  corporate  name  (here  insert  the  name),  and 
at  said  meeting  this  affiant  acted  as  chairman  (or  secretary 
as  the  case  may  be).  (Name  of  affiant.) 

"  Subscribed  and  sworn  to  before 

me  this day  of  ,  A.D.  18 — . 


Such  affidavit,  or  copy  thereof,  duly  certified  by  the 
recorder,  shall  be  received  as  evidence  of  the  due  incorporation 
of  such  congregation,  church  or  society. 

In  addition  to  matters  required  to  be  stated  in  the  affidavit  as 
above,  any  such  Corporation  may  insert  therein  any  other  lawful 
clause  or  clauses,  which  they  may  desire  to  exist  as  part  of 
their  charter. 

5.  By-laws,  to  be  adopted  by  trustees  or  church. — 
643.  The  directors,  trustees,  wardens  or  vestrymen  of  any  such 
corporation  shall  adopt  necessary  by-laws  to  provide  for  the 
election  of  directors,  trustees,  wardens  or  vestrymen  and  other 
officers,  and  for  the  proper  government  in  all  respects  of  such 
congregation,  church  or  society,  unless  such  corporation  shall 
in  its  articles  of  incorporation,  reserve  to  itself  the  right  to  make 
and  adopt  such  prudential  by-laws  as  it  ma}'  deem  necessary  to 

*  See  Section  646. 


28  Religious  Corporations. 

provide  for  the  election  of  directors,  trustees,  wardens,  or  ves- 
trymen and  other  officers,  and  for  the  proper  government  in  all 
respects  of  such  congregation,  church  or  society. 

6.  Property  to  be  vested  in  corporation.  General 
missions. — 644.  Upon  the  due  and  lawful  incorporation  of 
any  congregation,  parish,  church  or  society,  such  corporation 
shall  be  entitled  to  all  the  real  and  personal  property  held  by 
any  person  or  trustees  in  trust  for  the  use  of  the  members 
thereof,  and  shall  be  immediately  upon  such  incorporation 
entitled  to  a  deed  or  deeds  of  conveyance  to  be  executed  by  the 
person  holding  such  property  in  trust,  so  as  to  vest  the  title 
thereto  in  such  corporation ;  Provided,  That  such  deed  of  con- 
veyance shall  set  forth  the  object  and  purposes  of  the  trust,  to 
be  carried  out  according  to  the  purpose  and  intent  of  its  crea- 
tion, which  deed  shall  be  recorded  after  the  manner  of  convey- 
ances in  general,  so  that  the  title  and  trust  declared  may  duly 
appear  on  record ;  and  any  self-supporting  congregation,  par- 
ish, church  or  society,  may  vest  its  real  estate  and  personal 
property  in  such  general  incorporations  (incorporation)  as  is 
provided  for  in  section  forty-four  (44)  of  chapter  nineteen  (19) 
of-  the  general  laws  ;  Provided,  nevertheless,  That  if  the 
authorities  of  any  church,  sect  or  religious  body  shall  have 
caused  an  incorporation  to  be  formed  for  general  missions  and 
other  purposes,  as  hereinafter  provided,  and  it  be  in  accord- 
ance with  the  usages  and  customs  of  such  church,  sect  (or) 
religious  body  to  vest  the  property  of  missions  (mission)  sta- 
tions (station)  in  such  corporations  (corporation),  then,  and  in 
that  case,  all  such  property  as  may  have  been  held  by  any  per- 
son or  trustees  for  the  use  of  such  mission  stations  shall  (be 
vested  in  said  general  corporation;  and  whenever  any  mission 
shall)  from  change  of  population  or  other  cause  be  suspended 
or  abandoned,  said  general  incorporation  may,  in  their  discre- 
tion, sell  or  otherwise  dispose  of  all  such  mission  property,  the 
proceeds  of  such  sale  or  disposal  to  be  used  for  the  benefit  of 
said  church,  sect  or  religious  body  in  the  State  of  Colorado. 

7.  Existing  corporations  may  reincorporate.  Trus- 
tees defined. — 645.  Any  congregation,  church  or  society 
heretofore  incorporated  under  the  provisions  of  any  law  for  the 
incorporation  of  religious,  educational  or  benevolent  societies, 
may  become  incorporated  under  the  provisions  of  this  act,  rela- 
tive to  religious,  educational  and  benevolent  societies,  in  the 
same  manner  as  if  it  had  not  previously  been  incorporated,  in 


Colorado.  '  29 

which  case  the  new  corporation  shall  be  entitled  to,  and  invested 
with,  all  the  real  and  personal  estate  of  the  old  corporation,  in 
like  manner  and  to  the  same  extent  as  the  old  corporation,  sub- 
ject to  all  the  debts,  contracts  and  liabilities.  The  word  trus- 
tees, whenever  used  in  this  act  relative  to  religious  bodies,  shall 
be  construed  to  include  wardens,  vestrymen  or  such  other  offi- 
cers as  perform  the  duties  of  trustees. 

8.  Synods  and  Presbyteries  may  incorporate. — 646. 
If  any  body  of  Christians  has,  or  shall  have,  according  to  its 
order  or  mode  of  government,  an  organization,  whether  known 
as  synod,  presbytery,  conference,  episcopate  or  other  name, 
with  ecclesiastical  or  spiritual  jurisdiction  over  its  members 
throughout  this  State,  and  its  authorities  shall  desire  to  engage 
in  works  of  education,  benevolence,  charity  and  missions,  which 
works  shall  be  of  like  extensive  operation  and  benefit,  and  not 
of  limited  or  local  service,  and  they  shall  deem  an  incorporation 
convenient  for  the  more  successful  administration  of  said  works, 
all  or  any  of  them,  its  said  authorities,  with  such  persons  as  they 
may  associate  with  them,  may  cause  such  incorporation  to  be 
formed  in  the  manner  and  with  the  powers  hereinbefore  pro- 
vided for  the  incorporation  of  a  church,  congregation  or  society. 

9.  Any  corporation  may  acquire  property. — 647. 
Domestic,  foreign  and  religious,  educational,  charitable  and 
literary  corporations  or  associations,  operating  within  the  State, 
may  take  by  gift,  devise  or  purchase,  and  hold  real  and  personal 
property,  and  convey  the  same ;  and  all  gifts,  devises  and  grants 
heretofore  made  to  such  corporations  or  associations  are  hereby 
ratified. 

Division  VII.  Joint-Stock  Companies  for  Religious,  Educa- 
tional AND  Benevolent  Purposes.* 

[In  force  May  21,  1879.] 

10.  How  incorporated. — 659.  Any  joint-stock  company 
or  association  which  may  have  been  heretofore  or  may  be  here- 
after organized  in  this  State  for  religious,  educational  or  benev- 
olent purposes,  may  be  incorporated  under  this  act  in  the 
following  manner,  to  wit :  By  electing  or  appointing,  according 
to  its  usages  or  customs,  at  any  meeting  held  for  that  purpose, 
two  or  more  of  its  members  as  directors,  trustees,  wardens  or 
vestrymen,  or  other  such  officers  whose  powers  and  duties  are 
similar  to  those  of  trustees,  as  shall  be  agreeable  to  the  usages 

*  See  No.  21,  Section  670,  p.  33. 


30  Religious  Corporations. 

and  customs,  rules  and  regulations  of  such  congregation,  church 
or  society  and  may_  adopt  a  corporate  name,  and  upon  the  filing 
of  the  affidavit,  as  hereinafter  provided,  it  shall  be  a  body  politic 
and  corporate  by  the  name  so  adopted. 

11.  Afladavit  to  be  filed  by  chairman. — 660.  The  chair- 
man or  secretary  of  such  meeting  shall,  as  soon  as  may  be  after 
such  meeting,  make  and  file  in  the  office  of  the  recorder  of  deeds 
in  the  county  in  which  such  congregation,  church  or  society  is 
organized,  an  affidavit,  substantially  in  the  following  form  : 

State  of  Colorado,  } 
County,  f 

I  do  solemly  swear  (or  affirm,  as  the  case  may  be),  that 
at  a  meeting  of  the  members  of  the  (here  insert  the  name  of  the 

society  as  known  before  the  incorporation),  held  at ,  in  the 

county  of  ,   and  State  of  Colorado,  on  the day  of 

,  A.D.  18 — ,  for  that  purpose,  the  following  persons  were 

elected  (or  appointed)  trustees  (or  wardens,  vestrymen  or  other 
officers  of  whatever  name  they  choose  to  adopt,  with  powers  and 
duties  similar  to  trustees,  according  to  the  rules  and  usages  of 
such  society,  church  or  congregation),  viz. :  (here  insert  the 
names) ;  that  at  such  meeting,  such  society,  church  or  congre- 
gation adopted  as  its  corporate  name  (here  insert  the  name); 
that  the  amount  of  the  capital  stock  of  such  society,  church  or 

congregation  is dollars,  divided  into shares  of 

dollars  each,  and  that  at  such  meeting  this  affiant  acted  as 

chairman  (or  secretary,  as  the  case  may  be). 

Subscribed  and  sworn  before  me. 


me,  ) 
18—,  J 


this  —  day  of ,  A. I).  18 — ,  )  (Name  of  affiant.) 


Such  certificate,  or  copy  thereof,  duly  certified  by  the 
recorder,  shall  be  received  as  evidence  of  the  due  incorporation 
of  such  society,  church  or  congregation. 

12.  Trustees  to  adopt  by-laws. — 661.  The  directors, 
trustees,  wardens  or  vestrymen  of  any  such  corporation,  shall 
adopt  necessary  by-laws  to  provide  for  the  election  of  directors, 
trustees,  wardens  or  vestrymen,  and  other  officers,  and  for  the 
proper  government,  in  all  respects,  of  such  congregation,  church 
or  society.  v 

13.  Property  to  be  vested  in  corporation. — 662.  Upon 
the  incorporation  pf  any  such  congregation,  church  or  society, 


Colorado.  31 

all  real  and  personal  property  held  by  any  person  or  trvistee  for 
the  use  of  the  members  thereof  shall  immediately  vest  in  such 
corporation  and  be  subject  to  its  control,  and  may  be  used, 
mortgaged,  sold  and  conveyed  the  same  as  if  it  had  been  con- 
veyed to  such  corporation  by  deed. 

14.  Powers. — 66^.  Corporations  formed  under  this  act 
shall  be  bodies  corporate  and  politic  in  fact  and  in  name,  by  the 
name  stated  in  such  affidavit,  and  by  that  name  have  succession 
for  the  period  for  which  they  are  organized ;  may  sue  and  be  sued 
in  any  court  of  law  or  equity  in  this  State;  may  have  a  common 
seal,  which  they  may  alter  or  renew  at  pleasure,  by  filing  an 
impression  of  the  same  in  the  office  of  the  clerk  and  recorder  of 
the  county  in  which  any  such  corporation  may  be  formed  under 
this  act ;  may  own,  possess  and  enjoy  so  much  real  and  per- 
sonal estate  as  shall  be  necessary  for  the  transaction  of  their 
business,  whether  acquired  by  purchase,  grant,  devise,  gift  or 
otherwise;  and  may  from  time  to  time  sell  and  dispose  of  the 
same,  or  any  part  thereof,  when  not  required  for  the  use  of  the 
corporation.  They  may  borrow  money  and  pledge  their  fran- 
chises and  property,  both  real  and  personal,  to  secure  the  pay- 
ment thereof,  and  may  have  and  exercise  all  the  powers  neces- 
sary and  requisite  to  carry  into  effect  the  object  for  which  they 
may  be  formed  under  this  act. 

15.  Limit  of  value,  shares  of  stock.  Forfeiture  pro- 
visions.— 664.  The  shares  of  stock  shall  not  be  less  than  ten 
dollars  nor  more  than  one  hundred  dollars  each,  and  shall  be 
deemed  personal  property  and  transferable  as  such  in  the  manner 
provided  by  the  by-laws  ;  subscriptions  therefor  shall  be  made 
payable  to  the  corporation,  and  shall  be  payable  in  such  instal- 
ments and  at  such  time  or  times  as  shall  be  determined  by  the 
directors  or  trustees,  or  other  similar  officers.  The  by-laws  may 
provide  for  a  forfeiture  or  sale  of  stock,  on  failure  to  pay  the  in- 
stalments or  assessments  that  may  from  time  to  time  become 
due ;  but  no  forfeiture  of  stock,  or  of  the  amounts  paid  thereon, 
shall  be  declared  against  any  estate,  or  against  any  stockholder, 
before  demand  shall  have  been  made  for  the  amount  due  thereon. 

16.  Corporate  powers  vested  in  trustees. — 665.  The 
corporate  powers  of  any  such  corporation  shall  be  exercised  by  a 
board  of  directors,  trustees  or  other  similar  officers,  in  the  manner 
and  for  the  time  which  may  be  prescribed  in  the  constitution  and 
by-laws  of  such  corporation,  provided  the  same  shall  not  be  in 

7 


32  Religious  Corporations. 

conflict  with  any  of  the  provisions  of  this  act  or  of  the  laws  of 
this  State. 

17.  Failure  to  elect  trustees  does  not  work  dissolu- 
tion.— 666.  In  case  it  should  happen  at  any  time  that  an  elec- 
tion of  directors  or  trustees,  or  other  similar  officers,  shall  not  be 
held  on  the  day  designated  by  the  constitution  or  by-laws,  when 
it  ought  to  have  been  held,  the  company  for  that  reason  shall 
not  be  dissolved ;  but  it  shall  be  proper  to  elect  such  directors, 
trustees,  or  other  officers  on  any  subsequent  day  as  shall  be  pre- 
scribed by  the  constitution  or  by-laws. 

18.  Liability  of  stockholders. — 667.  Each  stockholder 
shall  be  liable  for  the  debts  of  the  corporation  to  the  extent  of 
the  amount  that  may  be  unpaid  upon  the  stock  held  by  him,  to 
be  collected  in  the  manner  herein  provided.  Whenever  any 
action  is  brought  to  recover  any  indebtedness  against  the  cor- 
poration, it  shall  be  competent  to  proceed  against  any  one  or 
more  of  the  stockholders  at  the  same  time,  to  the  extent  of  the 
balance  unpaid  by  such  stockholders  upon  the  stock  owned  by 
them  respectively,  as  in  cases  of  garnishment. 

19.  Certificate  of  final  payment  of  capital  stock  re- 
leases stockholders  from  liability  for  debts.— 668.  The 
president  and  a  majority  of  the  board  of  trustees,  directors  or 
other  similar  officers,  after  the  payment  of  the  last  instalment  of 
the  capital  stock,  so  fixed  and  limited  by  the  company  as  afore- 
said, shall  make  a  certificate  stating  the  amount  of  the  capital 
stock  so  fixed  and  paid  in,  which  certificate  shall  be  signed  and 
sworn  to  by  the  president  and  a  majority  of  the  board  of  trus- 
tees, directors  or  other  similar  officers,  and  record  the  same  in 
the  office  of  the  clerk  and  recorder  of  the  county  within  which 
such  corporation  shall  be  formed;  and  from  the  date  of  the 
making  and  recording  of  such  certificate  as  aforesaid,  the  stock- 
holders of  such  company  shall  not  be  liable  for  any  of  the  debts 
of  such  corporation. 

20.  Stock  may  be  issued  in  payment  for  property. — 
669.  The  directors,  trustees  or  other  similar  officers,  of  any 
such  corporation,  may  purchase  real  and  personal  property  nec- 
essary for  their  business,  and  issue  stock  to  the  amount  of  the 
value  thereof  in  payment  therefor;  and  the  stock  so  issued 
shall  be  declared  and  taken  to  be  full-paid  stock,  and  not  liable 
to  any  further  calls  or  assessments  thereon,  nor  for  any  debt 
of  the  corporation. 


Colorado.  33 

21.  Any  church  may  incorporate.    Trustees  defined. 

— 670.  Any  congregation,  church  or  society,  heretofore  incor- 
porated under  the  provisions  of  any  law  for  the  incorporation  of 
religious,  educational  or  benevolent  societies,  may  become  in- 
corporated under  the  provisions  of  this  act,  in  the  same  manner 
as  if  it  had  not  been  previously  incorporated;  in  which  case  the 
new  corporation  shall  be  entitled  to  and  invested  with  all  the 
real  and  personal  estate  of  the  old  corporation,  subject  to  all  its 
debts,  contracts  and  liabilities.  The  words  "directors"  and 
"trustees,"  whenever  used  in  this  act,  shall  be  construed  to  in- 
clude wardens,  vestrymen,  or  such  other  officers  as  perform 
the  duties  of  trustees  or  directors. 

22.  Synods,  etc.,  how  incorporated. — 671.  If  any  body 
of  Christians,  or  other  religious  denomination,  has,  or  shall 
have,  according  to  its  mode  of  government,  an  organization, 
whether  known  as  synod,  presbytery,  conference,  episcopate,  or 
other  name,  with  ecclesiastical  or  spiritual  jurisdiction  over  its 
members  throughout  this  State,  and  its  authorities  shall  desire 
to  engage  in  works  of  education,  benevolence,  charity  and  mis- 
sions, and  shall  deem  an  incorporation  convenient  for  the  more 
successful  administration  of  such  works,  all  or  any  of  them,  its 
said  authorities,  with  such  persons  as  they  may  associate  with 
them,  may  cause  such  incorporation  to  be  formed  in  the  manner 
and  with  the  powers  hereinbefore  provided  for  the  incorporation 
of  a  church,  congregation  or  society. 


CONNECTICUT. 


CONSTITUTION.     Articlb  VIL 

[Adopted  Sept.  5,  1818.] 

1.  Rights  of  conscience.    Powers  of  churches. — i.    It 

being  the  duty  of  all  men  to  worship  the  Supreme  Being,  the 
Great  Creator  and  Preserver  of  the  Universe,  and  their  right  to 
render  that  worship  in  the  mode  most  consistent  with  the 
dictates  of  their  consciences,  no  person  shall  by  law  be  com- 
pelled to  join  or  support,  nor  be  classed  with,  or  associated  to, 
any  congregation,  church  or  religious  association.  But  every 
person  now  belonging  to  such  congregation,  church  or  religious 
association,  shall  remain  a  member  thereof  until  he  shall  have 
separated  himself  therefrom  in  the  manner  hereinafter  provided. 
And  each  and  every  society  and  denomination  of  Christians  in 
this  State  shall  have  and  enjoy  the  same  and  equal  powers, 
rights  and  privileges;  and  shall  have  power  and  authority  to 
support  and  maintain  the  ministers  or  teachers  of  their  respec- 
tive denominations,  and  to  build  and  repair  houses  for  public 
worship  by  a  tax  on  the  members  of  any  such  society  only,  to 
be  laid  by  a  major  vote  of  the  legal  voters  assembled  at  any 
society  meeting,  warned  and  held  according  to  law,  or  in  any 
other  manner. 

2.  Non-liability  for  church  expenses,  how  secured. — 
2.  If  any  person  shall  choose  to  separate  himself  from  the 
society  or  denomination  of  Christians  to  which  he  may  belong, 
and  shall  leave  a  written  notice  thereof  with  the  clerk  of  such 
society,  he  shall  thereupon  be  no  longer  liable  for  any  future 
expenses  which  may  be  incurred  by  said  society. 


GENERAL  STATUTES,  1888. 

(With  amendments  to  1894.) 

Chap.  CXIX.    Private  Corporations.      General  Provisions. 

3.  Name  must  indicate  corporate  existence.  — 1905- 
The  name  of  every  private  corporation  hereafter  shall  indicate 
that  it  is  a  corporation. 

(34) 


Connecticut.  35 

4.  Powers. — 1906.  Every  private  corporation  may,  when 
no  other  provision  is  specially  made,  receive,  purchase,  hold, 
sell  and  convey  real  and  personal  estate,  as  the  purposes  of  the 
corporation  shall  require,  not  exceeding  the  amount  limited  in 
its  charter ;  may  sue  and  be  sued,  complain  and  defend  in  any 
court;  have  a  common  seal,  which  it  may  alter  at  pleasure; 
elect  in  such  manner  as  it  may  determine  all  necessary  officers, 
fix  their  compensation,  and  define  their  duties  and  obligations; 
and  may  make  by-laws  consistent  with  law  for  its  government, 
the  regulation  of  its  affairs,  and  the  management  of  its  property. 

5.  How  incorporated.  Limit  on  income.  Articles  to 
be  filed.  Dissolution. — 1907.  Any  number  of  persons  not 
less  than  three  may  associate  for  any  lawful  purpose,  where  no 
capital  stock  is  created ;  and,  being  so  associated,  shall  be  a  body 
politic  and  corporate,  and  may  purchase,  hold,  and  convey  real 
and  personal  estate,  the  annual  income  from  which  shall  not 
exceed  five  thousand  dollars;  but  before  any  such  association 
shall  be  entitled  to  the  privileges  herein  granted,  it  shall  lodge 
with  the  secretary  of  the  State  a  copy  of  its  articles  of  associa- 
tion, attested  by  its  presiding  officer  and  secretary,  and  cause 
them  to  be  recorded  in  the  records  of  the  town  where  such  asso- 
ciation is  situated;  and  no  subsequent  alteration  or  amendment 
of  its  articles  of  association  shall  take  effect  until  it  is  so  at- 
tested, lodged,  and  recorded;  and  the  General  Assembly  may  at 
any  time  rescind  the  powers  of  any  such  association  and  pre- 
scribe the  mode  of  settlement  of  its  affairs. 

6.  By-laws  for  assessments,  fines,  etc. — 1908.  Any 
association  formed  under  the  provisions  of  the  preceding  sec- 
tion may  make  by-laws  imposing  fines  and  penalties,  and  lay 
assessments  to  further  the  objects  of  such  association,  but  such 
by-laws  and  assessments  shall  be  adopted  by  two-thirds  of  the 
members  of  the  association,  and  no  assessment  or  fine  shall 
exceed  the  sum  of  twenty-five  dollars,  and  such  association 
may  sue  for  and  collect  such  fines  and  assessments. 

7.  Acts  and  charters  subject  to  alteration  and 
repeal. — 1909.  All  acts  creating  or  authorizing  the  organiza- 
tion of  corporations,  or  altering  the  charters  of  corporations 
previously  existing,  which  have  been  or  shall  be  passed  by  the 
General  Assembly,  and  the  charters  of  all  corporations  hereto- 
fore granted,  and  under  which  no  corporations  have  been 
organized,   shall    be     subject    to    alteration,    amendment,    and 


36  Religious  Corporations. 

repeal  at  the  pleasure  of  the  General  Assembly,  unless  other- 
wise expressly  provided  in  such  acts. 

8.  Charters  void  unless  corporation  organized. — 19 10. 

The  charter  of  any  private  corporation  hereafter  granted  shall 
be  and  become  void,  unless  said  corporation  shall  be  organized, 
'  and  a  certificate  of  such  organization  sworn  to  by  the  president 
or  secretary,  or,  if  there  be  no  such  officers,  by  an  officer  hav- 
ing custody  of  the  records  of  such  corporation,  shall  be  filed  in 
the  office  of  the  secretary  of  the  State  within  two  years  from 
the  date  of  the  approval  of  its  charter. 

9.  Amendments,  how  made  operative. — 191 1.  When 
any  amendment  or  alteration  of  the  charter  of  any  corporation 
shall  be  made,  if  it  be  not  otherwise  specially  provided  in  the 
resolution  making  such  alteration  or  amendment,  it  shall  not 
become  operative,  unless  within  six  months  after  its  passage  it 
shall  be  accepted  at  a  meeting  of  said  corporation,  legally 
warned  for  that  purpose,  nor  unless  an  attested  copy  of  said 
acceptance  shall  be  lodged  on  file  in  the  office  of  the  secretary 
of  the  State,  to  be  recorded  by  him  in  a  book  kept  for  that  pur- 
pose; and  such  acceptance  shall  operate  to  make  the  original 
charter,  and  all  resolutions  amending  and  altering  the  same, 
subject  to  amendment,  alteration,  and  repeal,  at  the  pleasure 
of  the  General  Assembly. 

Title  XXXI.     Ecclesiastical  Societies. 
Chap.  CXXVIII.     General  Provisions. 

10.  Societies,  how  formed.  Powers.* — 2051.  Christians 
of  every  denomination  and  Jews  may  unite  to  form  religious 
societies;  and  societies  incorporated,  or  formed  by  voluntary 
association  for  public  religious  worship,  shall  hold  and  manage 
all  property  belonging  to  them,  appropriated  to  the  use  and 
support  of  public  worship,  and  may  receive  any  grants  or  dona- 
tions, and  by  voluntary  agreement  establish  funds  for  the  same 
object. 

11.  Membership,  how  secured,  t — 2052.  When  any  per- 
son, not  a  member  of  any  other  religious  society,  shall  desire 
to  join  any  religious  society,  he  may  sign  and  lodge  with  its 
clerk,  or,  if  there  be  no  clerk,  with  any  other  officer  thereof,  a 

*  See  No.  5,  Section  1907,  p.  35. 
fSee  Act  of  1893,  Sec.  2,  ,  .  43. 


Connecticut.  37 

written  declaration  of  his  desire  to  become  a  member  of  it, 
which  declaration  shall  be  read  at  its  next  meeting;  and  there- 
upon such  person  shall  become  a  member  thereof,  unless  a 
majority  shall,  at  such  meeting,  manifest  their  dissent  thereto. 

12.  Membership,  how  terminated. — 2053.  Any  person 
may  terminate  his  membership  of  any  religious  society  by  giving 
notice  in  writing  of  his  intention  so  to  do  to  its  clerk,  or,  if 
there  be  no  clerk,  to  any  other  officer  thereof.  And  every 
religious  society  may,  by  a  two-thirds  vote  of  the  members 
present  at  any  annual  meeting,  terminate  the  membership  of 
any  member  who  shall  have  become  a  member  of  another 
religious  society,  or  who  shall  have  for  one  year  ceased  to 
attend  the  stated  public  services  of  said  society,  and  shall  have 
been  notified  of  the  proposed  action,  either  personally  or  by  let- 
ter addressed  to  him  at  his  last  known  place  of  residence  by  the 
clerk  or  either  of  the  committee  of  such  society,  and  deposited 
in  the  post-office,  postage  paid,  not  less  than  fifteen  days  before 
the  time  of  holding  such  meeting ;  and  the  clerk  of  every  religi- 
ous society  shall  prepare  and  keep  with  its  records  a  list  of  its 
members,  and  report  to  each  annual  meeting  the  names  of 
those  persons  whose  membership  shall  have  terminated  since 
the  last  annual  meeting,  or  shall  be  liable  to  be  terminated  as 
above  provided. 

13.  Membership,  how  validated. — 2054.  All  persons 
who  have  heretofore  been  elected  members  of  any  religious 
society  in  this  vState  by  a  major  vote,  or  in  accordance  with  any 
established  custom  of  election  in  such  society,  and  whose  mem- 
bership has  not  heretofore  terminated,  shall  be  entitled  to  all 
the  privileges,  and  liable  to  all  the  duties  appertaining  to  mem- 
bers who  have  been  elected  according  to  law. 

14.  Annual  meetings,  how  warned. — 2055.  The  mem- 
bers of  the  several  religious  societies  may  annually  meet,  at  the 
usual  place  of  holding  meetings,  or  at  such  place  as  they  shall 
establish,  upon  warning  and  notice  given  at  least  five  days  before 
such  meeting  by  the  committee  of  the  society  or  congregation, 
or,  if  there  be  no  committee,  by  the  clerk,  and  if  there  be  no 
clerk,  by  a  warrant  from  a  justice  of  the  peace,  upon  applica- 
tion of  five  or  more  members  of  the  society. 

15.  Special  meetings,  how  warned. — 2056.  A  special 
meeting  of  any  religious  society  may  at  any  time  be  warned  by 
the  committee  of   such  society;  and  shall  be  warned  by  such 


38  Religious  Corporations. 

committee,  or,  if  there  be  no  committee,  by  the  clerk,  at  any 
time  when  application  in  writing  for  that  purpose  is  made  to 
such  committee  or  clerk  by  ten  members  of  such  society,  or  by 
five  members  when  all  the  members  do  not  exceed  twenty-five. 

16.  Warning,  when  to  be  posted  or  published. — 2057. 
The  warning  of  every  meeting  of  a  religious  society  shall,  in 
the  absence  of  any  by-law  to  the  contrary,  be  given  by  posting 
the  same  on  a  sign-post  in  the  town  nearest  where  they  usually 
meet  for  public  worship,  five  days  at  least  before  said  meeting ; 
or  by  advertising  the  same  for  at  least  five  days  before  said 
meeting  in  a  daily  newspaper  published  in  said  town ;  or  in  the 
manner  which  shall  have  been  the  custom  of  said  society  during 
the  ten  years  next  preceding. 

17.  Clerk,  committee,  and  treasurer,  appointment 
and  duties. — 2058.  Such  societies  shall  at  their  annual  meet- 
ings appoint  a  clerk,  who  shall  be  sworn  and  make  entries  of  all 
the  votes  of  the  society ;  three  or  more  of  their  members  to  be 
a  committee  to  order  the  affairs  of  the  society  for  the  year  ensu- 
ing, who  shall  adjust  and  settle  all  the  claims  against  the  society, 
and  draw  orders  on  the  treasurer  for  the  payment  of  the  same; 
a  treasurer,  who  shall  receive  all  the  money  belonging  to  the 
society,  and  pay  over  the  same  to  the  order  of  the  society,  or  its 
committee,  and  render  his  account  therefor  when  required ;  and 

two  or  more  tythingmen,  who  shall  be  sworn Provided^ 

That  at  any  annual  meeting  any  such  society  may  appoint  its 
committee  to  consist  of  three  members,  one  to  hold  office  for  one 
year,  one  for  two  years,  and  one  for  three  years,  and  thereafter 
one  member  of  such  committee  shall  be  appointed  at  each 
annual  meeting  to  hold  office  for  three  years.  But  any  society 
which  has  so  appointed  its  committee  may,  at  any  special  meet- 
ing of  the  society  called  for  the  purpose,  vote  that  it  will  no 
longer  appoint  its  committee  as  hereinbefore  provided;  and 
thereupon  the  terms  of  office  of  all  the  members  of  its  com- 
mittee shall  end  at  its  next  annual  meeting,  and  thereafter  its 
committee  shall  be  appointed  according  to  the  provisions  of  this 
section. 

18.  Vacancies. — 2059.  Vacancies  occurring  in  any  of 
said  offices  during  the  course  of  the  year  may  be  filled  at  any 
special  meeting. 

19.  Tythingmen  may  be  appointed. — 2060.  The  mem- 
bers of  any  church  or  organization  instituted  for  public  reli- 


Connecticut.  ,0 

gious  worship,  which  is  not  connected  with  an  ecclesiastical 
society,  may,  at  its  annual  or  any  special  meeting  duly  called 
for  that  purpose,  appoint  two  or  more  tythingmen,  who  shall 
be  sworn. 

20.  Tythingmen  need  only  to  be  attendants. — 2061, 
Tythingmen  appointed  by  any  ecclesiastical  society,  church,  or 
religious  organization  may  be  chosen  from  persons  who  usually 
attend  the  public  religious  worship  of  such  society,  church,  or 
organization,  whether  they  are  members  of  the  same  or  not. 

21.  Tythingmen,  duties. — 2062.  Tythingmen  duly  ap- 
pointed and  sworn  shall  have  power  to  apprehend  and  carry 
before  a  justice  of  the  peace,  to  be  dealt  with  according  to  law, 
all  persons  in  any  manner  disturbing  or  unlawfully  interfering 
with  any  meeting  of  the  society  or  organization  by  which  said 
tythingmen  have  been  appointed. 

22.  Agents  of  societies,  first  trustees. — 2063.     In  the 

absence  of  any  special  appointment,  the  first  trustee  or  com- 
mitteeman of  any  religious,  ecclesiastical,  literary,  or  elee- 
mosynary society,  shall  be,  cx-officio,  the  agent  of  such  society, 

23.  Powers  of  societies. — 2064.  Religious  societies  may 
meet  when  necessary,  and  adjourn  from  time  to  time;  settle 
ministers  according  to  the  usage  of  their  denomination  ;  repair 
their  houses  of  worship;  make  regulations  for  the  support  of 
religious  worship,  establish  the  times  and  places  of  holding 
their  meetings,  and  the  mode  of  warning  them ;  and  appoint 
committees  or  agents,  to  carry  into  effect  their  votes. 

24.  Churches,  building  and  location  of,  how  de- 
cided.— 2065.  Any  society  may,  by  a  vote  of  two-thirds  of  the 
members  present,  agree  to  build  a  new  house  of  worship,  and 
establish  the  place  where  it  shall  be  erected ;  or  may  apply  to 
the  superior  court  in  the  county  where  such  society  is  situated, 
to  establish  the  place,  and  such  court  may  establish  the  place; 
and  it  shall  not  then  be  lawful  to  erect  it  in  any  other  place. 

25.  Taxes,  how  imposed  and  collected. — 2066.  Every 
society  may  lay  a  tax  on  its  members  to  build  and  repair  houses 
of  worship,  to  provide  for  the  annual  support  of  the  ministry, 
and  to  defray  any  other  expense  necessarily  incurred  in  the 
proper  business  of  such  society;  which  tax  may  be  laid  on  the 
assessment  list  last  before,  or  next  thereafter  to  be,  completed 


40  Religious  Corporations. 

by  the  assessors  and  board  of  relief,  and  shall  be  payable  within 
one  year  after  the  same  is  granted. 

26.  Voters,  qualifications  of. — 2067.  The  members  of 
each  society,  of  the  age  of  twenty-one  years,  may  vote  in  its 
meetings ;  and  if  any  other  person  shall  intermeddle  or  vote  in 
any  meeting  thereof,  he  shall  forfeit  three  dollars  for  every 
such  offense,  half  to  him  who  shall  sue  therefor,  and  half  to 
the  society. 

27.  Pews  may  be  assessed  or  sold  for  support  of 
worship. — 2068.  Every  religious  society  may  provide  for  the 
support  of  public  worship,  in  whole  or  in  part,  by  an  assessment 
on  the  pews  of  its  church,  to  be  made  by  the  society's  commit- 
tee, or  such  other  person  as  the  society  may  appoint,  the  pay- 
ment of  which  may  be  enforced  by  the  sale  of  the  use  of  any 
such  pew  for  such  time  as  may  be  necessary,  on  giving  twenty- 
one  days'  notice  in  a  newspaper  published  in  the  town  where 
said  church  is  situated,  or  if  no  paper  is  published  in  said  town, 
by  posting  a  notice  on  the  door  of  said  church ;  a  copy  of  which 
notice  shall  also  be  left  with  the  owner  of  said  pew,  or  at  his 
usual  place  of  abode,  if  within  this  State,  at  least  twenty-one 
days  before  said  sale ;  but  no  other  estate  shall  be  liable  to  be 
taken  for  the  payment  of  such  assessment.  No  such  assessment 
shall  be  made  upon  any  such  pew  not  occupied  by  its  owner,  or 
by  some  person  claiming  under  him  at  the  stated  public  re- 
ligious services  in  said  house;  and  no  such  sale  shall  be  made 
unless  the  owner  of  such  pew  shall  refuse  to  sell  it  to  the  society 
at  the  price  which  such  society  originally  received  therefor. 

28.  Assessments  may  be  recovered  by  suit. — 2069.  If 
the  owner  and  occupant  of  any  pew  shall  neglect  or  refuse  to 
pay  his  equitable  proportion  of  the  expenses  of  maintaining 
public  worship,  the  society  may  recover  the  same  from  him,  in 
any  proper  action. 

29.  Pews,  how  vested  in  society. — 2070.  When  a  ma- 
jority of  the  pew-owners,  in  any  house  of  public  worship,  shall 
desire  to  sell  and  transfer  to  the  religious  society  connected 
therewith  their  respective  pews,  for  the  purpose  of  supporting 
public  worship  in  such  house,  and  any  other  pewholders  refuse 
to  sell  their  respective  pews  to  such  society,  or  cannot  agree 
with  such  society  upon  the  price  to  be  paid  for  such  pews,  such 
society  may  bring  its  complaint  to  the  superior  court,  against 
the  person  or  persons  refusing  to  sell,  or  failing  to  agree  upon  a 


Connecticut.  41 

price  to  be  paid  as  aforesaid ;  and  if  said  court  shall  find  that  it 
will  be  for  the  convenience  and  necessity  of  such  society  to  own 
such  pews,  for  said  purpose,  the  court  shall  proceed  to  ascertain 
the  value  thereof,  and  may  make  such  order  relative  thereto, 
and  to  the  costs  of  such  proceeding,  as  shall  be  deemed  just; 
and  when  such  society  shall  have  paid  to  such  pew-owners  the 
amounts  awarded  to  them  respectively,  or,  on  their  refusal  to 
accept  the  same,  shall  have  deposited  the  same  for  their  use, 
with  the  clerk  of  the  court,  the  title  to  said  pews  shall  be  then 
vested  in  said  society. 

30.  Society,  located  in  two  or  more  towns,  powers 

of. — 2071.  When  any  society  is  constituted  out  of  two  or  more 
adjoining  towns,  so  that  part  of  the  society  in  any  such  town 
has  distinct  interests  in  any  grants,  donations,  or  sequestrations, 
for  the  support  of  the  ministry,  such  part  of  the  society  shall 
have  the  same  power  and  authority  to  manage  said  interests, 
which  are  herein  given  to  societies,  and  may  in  the  same  man- 
ner warn  meetings  of  such  part  of  a  society,  and  appoint  a 
clerk,  who  shall  be  sworn,  and  a  committee  to  take  care  of  said 
interests. 

31.  Pews,  grants  of,  how  made  good. — 2072.  No  grant, 
sale,  or  lease,  of  any  pews,  in  any  house  of  worship,  for  more 
than  one  year,  shall  be  good,  as  against  any  person  but  the 
grantor,  lessor,  and  his  heirs,  unless  made,  executed,  and 
acknowledged  as  deeds  of  land,  and  recorded  at  length  in  a 
book  to  be  kept  for  that  purpose  by  the  clerk  of  such  society, 
who  shall  record  the  same,  and  receive  the  same  compensation 
therefor  as  town  clerks  for  recording  deeds. 

Churches  of  Christ. 
[Act  of  April  4,  1S93.] 

32.  How  incorporated. — i.  Any  church  of  Christ  now 
existing,  or  which  may  be  hereafter  organized,  in  this  State, 
may  become  a  corporation  or  body  politic,  when  its  purpose  so 
to  do  shall  be  determined  by  a  two-thirds  vote  of  its  members 
of  legal  age  present  at  a  meeting  duly  warned  and  held  for  that 
purpose,  by  filing  with  the  secretary  of  state  a  certificate  of 
organization,  signed  by  its  clerk  and  any  two  of  its  other  officers. 
All  persons  who  at  the  date  of  the  organization  of  said  corpo- 
ration are,  or  thereafter  shall  become,  members  of  said  church, 
shall,  so  long  as   they  remain   members   of    said   church,    be 


42  Religious  Corporations. 

members  of  said  corporation,  but  in  the  election  of  its  ofificers 
and  management  of  its  secular  affairs,  only  those  members  of 
legal  age  present  at  any  meeting  shall  be  entitled  to  vote. 

33.  Powers. — 2.  Every  such  corporation  formed  or  or- 
ganized under  the  provisions  of  this  act  shall  be  a  body  politic 
and  corporate  by  the  name  adopted  in  said  certificate,  and  by 
such  name  shall  have  perpetual  succession,  with  power  to  sue 
and  be  sued,  to  plead  and  be  impleaded,  in  all  suits  whatever, 
either  at  law  or  in  equity,  and  to  purchase,  receive,  use,  mort- 
gage and  convey  an}^  and  all  estate,  both  real  and  personal, 
necessary  and  proper  for  the  purposes  of  religious  corporations; 
and  in  case  there  is  no  ecclesiastical  society  connected  with  said 
church,  then  said  corporation,  so  formed  or  organized,  under  the 
provisions  of  this  act,  shall  have,  possess,  and  enjoy  all  the 
rights  and  privileges  of ,  and  be  subject  to  all  the  duties  enjoined 
upon,  ecclesiastical  societies  by  the  laws  of  this  State. 

34.  Society  may  transfer  property   to   church. — 3. 

Any  ecclesiastical  society  connected  with  a  church  of  Christ  in 
this  vState,  inay  by  a  unanimous  vote  of  its  members  present  at 
a  meeting  duly  warned  and  held  for  that  purpose,  assign,  trans- 
fer and  convey  to  the  church  of  Christ  with  which  it  is  con- 
nected, and  which  shall  have  been  incorporated,  either  under 
the  provisions  of  any  general  law,  or  by  special  act  of  the  Gen- 
eral Assembly  of  this  State,  all  the  property  and  estate,  real  and 
personal,  and  trust  funds  of  said  society,  to  be  held  by  said 
church  corporation  under  and  upon  the  same  uses  and  trusts 
upon  which  the  same  had  previously  been  held  by  said  society; 
and  the  committee  of  any  society  passing  such  a  vote  are  hereby 
authorized  to  make,  pursuant  to  the  terms  of  such  vote,  any 
and  all  conveyances  necessary  to  complete  such  assignment  and 
transfer;  but  before  the  same  shall  be  effectual,  a  certificate  of 
the  fact  of  such  assignment  and  transfer  shall  be  filed  in  the 
ofnce  of  the  secretary  of  state  by  the  clerk  of  said  society ;  and 
every  assignment  and  transfer  so  made  shall  be  subject  to  the 
debts  and  liabilities  of  the  society  making  the  same,  to  the  same 
extent  as  previous  to  such  conveyance. 

35.  Society,  when  and  how  dissolved. — 4-  Any  eccle- 
siastical society  which  shall  hereafter  vote  under  the  provisions 
of  the  preceding  section  of  this  act,  to  assign,  transfer,  and  con- 
vey to  a  duly  organized  church  corporation  all  its  property  and 
estate,  including  the  trust  funds  of  said  society,  may,  thereupon, 


Connecticut.  43 

at  the  same  or  a  subsequent  meeting  of  said  society,  due 
notice  having  been  given,  by  a  two-thirds  vote  of  its  members 
present,  vote  to  dissolve  its  own  organization ;  and  in  case  any 
such  ecclesiastical  society  shall  so  vote,  the  same  shall  become 
and  be  dissolved  upon  making  proper  conveyance  of  its  property 
as  aforesaid,  and  upon  filing  a  certificate  of  the  fact  of  said 
vote  of  dissolution  and  of  such  conveyance  in  the  office  of  the 
secretary  of  state  signed  by  the  clerk  of  said  society;  and 
thereafter  the  church  corporation  to  which  svicli  assignment  and 
transfer  shall  have  been  made  shall  have,  possess,  and  enjoy  all 
the  rights  and  privileges  of,  and  be  subject  to  all  the  duties 
enjoined  upon,  ecclesiastical  societies  by  the  laws  of  this  State. 

36.  Power  to  hold  property. — 5.  Any  corporation 
which  may  be  organized  in  accordance  with  the  provisions  of 
this  act  shall  have  power  to  take,  receive,  hold,  and  convey  any 
and  all  estate,  real  or  personal,  which  may  be  given  or  be 
bequeathed  to  it  by  any  person  or  party,  in  trust  or  otherwise, 
for  any  charitable,  benevolent,  educational,  ecclesiastical,  or 
missionary  object  or  purpose. 

37.  Unvested  gifts  of  the  society  to  vest  in  the 
church. — 6.  Any  unvested  gift  or  legacy  to  an  ecclesiastical 
society  which,  pursuant  to  the  provisions  of  this  act,  has  ceased 
to  exist,  shall  inure  to  and  vest  in  the  corporation  which  here- 
under has  taken  its  place. 

38.  Liabihty  of  member  of  society  unchanged. — 7- 

Nothing  herein  shall  affect  or  abridge  the  liability  of  any  mem- 
ber of  any  ecclesiastical  society  to  it,  or  on  account  of  any  of 
its  debts  incurred  before  the  dissolution  of  said  society. 

Ecclesiastical  and   Religious  Societies. 
[Act  of  April  4,  1893.] 

39.  Societies  empowered  to  form  constitutions  and 
by-laws. — i.  Any  and  all  ecclesiastical  and  religious  societies 
shall  have  such  right  to  form  such  constitution  and  by-laws  for 
their  own  government  as  they  shall  deem  proper,  not  incon- 
sistent with  the  laws  of  this  State. 

40.  Membership,  how  acquired,  where  there  is  no 
separate  church. — 2.  When  any  person,  who  is  not  a  mem- 
ber of  any  other  ecclesiastical  or  religious  society  or  association, 
shall  desire  to  join  any  ecclesiastical  or  religious  society  which 


44  Religious  Corporations. 

does  not  provide  for  any  church  organization  separate  from  its 
ordinary  membership,  such  person  may  sign  and  lodge  with  its 
clerk  a  written  declaration  of  his  or  her  desire  to  become  a 
member  of  it,  which  declaration  shall  be  read  at  its  next  meet- 
ing, and  by  a  majority  vote  of  the  members  present  referred  to 
such  committee  as  the  society  shall  select  for  an  examination  of 
the  qualifications  and  reasons  of  the  candidate  for  his  or  her 
desire  to  become  a  member  of  said  society,  and  said  commit- 
tee shall  report  upon  said  application  at  a  subsequent  meeting  of 
said  society,  and  if,  on  a  report  of  said  committee  favorable  to 
said  candidate,  he  or  she  shall  at  said  meeting  be  elected  by  a 
two-thirds  vote  of  the  members  present,  such  person  shall  there- 
upon become  a  member  of  said  society.  The  provisions  of  this 
act  shall  not  apply  to  the  Protestant  Episcopal  Church. 

Chap.  CXXIX.   Societies  of  Particular  Denominations. 

41.  This  chapter  of  the  General  Statutes  contains  special 
provisions  for  the  following  denominations : 

2075-2077.  Protestant  Episcopal  Church, 

2078-2086.  Methodist  Episcopal  Church. 

2087-2089.  Swedish  Lutheran  Evangelical  Church. 

2090-2091.  Shakers. 

2092-2094.  Roman  Catholic  Church 


DELAWARE. 


CONSTITUTION.    Article  VII. 

[In  effect,  Dec.  2,  1831.] 

1.  Rights  of  societies  unimpaired.    Ministers  cannot 

be  civil  officers. — 8.  The  rights,  privileges,  immunities  and 
estates  of  religious  societies  and  corporate  bodies  shall  remain 
as  if  the  Constitution  of  this  State  had  not  been  altered.  No 
ordained  clergyman  or  ordained  preacher  of  the  Gospel  of  any 
denomination,  shall  be  capable  of  holding  any  civil  office  in  this 
State,  or  of  being  a  member  of  either  branch  of  the  Legislature, 
while  he  continues  in  the  exercise  of  the  pastoral  or  clerical 
functions. 

REVISED  STATUTES,  1893. 
Chap.  XXXIX.   Of  Religious  Societies. 

2.  How  incorporated. — i.  Any  religious  society  or  con- 
gregation of  Christians,  consisting  of  fifteen  or  more  persons, 
may  become  incorporated  by  the  election  of  trustees,  not  less 
than  three  and  not  more  than  twelve,  and  the  taking  a  name 
and  certifying  the  same,  under  the  hands  and  seals  of  said  trus- 
tees, to  the  recorder  of  deeds. 

3.  Trustees  to  be  elected. — 2.  Such  trustees  shall  be 
elected  at  a  public  meeting  of  the  society  or  congregation,  held 
at  their  usual  place  of  worship,  on  ten  days'  notice  by  advertise- 
ments at  the  front  door  of  such  place,  and  by  a  plurality  of 
votes  of  the  members  present. 

4.  Powers.  Majority  validates. — 3.  The  trustees  so 
elected  and  their  successors  shall  be  a  corporation  by  the  name 
so  adopted  and  certified ;  shall  have  perpetual  succession  with 
all  the  incidents  and  franchises  of  a  corporation  aggregate,  and 
with  power  to  purchase,  receive,  hold  and  enjoy  property,  real 
and  personal,  for  the  use  of  the  said  society  or  congregatioi?, 
their   ministers   or   members,    or   for   schools,    almshouses   or 

(45) 


46  Religious  Corporations. 

burying-grounds.      The  act  of  a  majority  of  the  trustees  shall 
be  valid. 

5.  Property  to  vest  in  trustees. — 4.  All  the  estate, 
right  and  title  which  any  such  society,  or  congregation,  may 
have  in  any  property,  real  or  personal  in  themselves,  or  by 
trustees,  or  for  their  use  before  incorporation,  shall,  upon  incor- 
poration, become  vested  in  the  trustees,  who  may  grant,  demise, 
or  dispose  thereof. 

6.  Vacancies. — 5.  Other  trustees  may  be  elected,  and 
vacancies  filled  by  election,  as  prescribed  in  section  2,  and  the 
election  of  a  successor  to  any  trustee  shall  remove  him  from 
office. 

7.  Chairman,  duties  of. — 6.  The  trustees  shall  choose  one 
of  their  number  chairman.  He  shall  have  custody  of  the  seal 
and  all  books  and  papers  of  the  corporation,  shall  make  fair 
entries  therein  of  all  the  proceedings  of  the  trustees,  and  every 
member  of  the  society,  or  congregation,  shall  have  access 
thereto. 

8.  Registers  to  be  evidence. — 7.  The  regi^iy,  kept  in 
any  such  books,  of  marriages,  births,  deaths,  or  burials,  shall 
be  evidence  in  all  courts;  and  the  copy  of  any  entry,  certified 
under  the  corporate  seal  and  hand  of  the  chairman,  shall  be 
evidence. 

9.  Treasurer. — 8.  The  trustees  may  also  choose  one  of 
their  number  treasurer,  and  may  require  him  to  give  security. 
He  shall  receive  and  account  for  all  the  money  of  the  corpora- 
tion. If  no  treasurer  be  chosen,  the  chairman  shall  receive  and 
account  for  such  money. 

10.  Mortmain  provisions. — 10.  But  all  gifts,  or  grants, 
to  any  such  corporation,  of  any  real  estate,  or  of  money,  secu- 
rities, or  other  thing  of  value,  to  be  laid  out  in  real  estate,  shall 
be  by  deed  duly  executed,  delivered,  acknowledged  and  recorded 
at  least  one  year  before  the  death  of  the  donor  or  grantor,  to 
take  effect  presently  for  the  use  of  the  corporation,  and  without 
any  power  of  revocation,  trust,  condition,  or  limitation  what- 
ever, or  the  same  shall  be  void,  unless  such  grant  shall  be  really 
and  bona  fide  for  a  full  and  valuable  consideration  actually  paid, 
without  fraud  or  collusion,  before  executing  such  deed. 

11.  Limit  on  property. — n.  The  yearly  rents  and  profits 
of  the  whole  real  estate  held  or  enjoyed  by,  or  for,  any  such 


Delaware.  47 

corporation,  shall  not  exceed  three  hundred  dollars;  and  the 
yearly  interest,  or  income,  of  all  its  personal  property,  shall  not 
exceed  six  hundred  dollars. 

12.  Prior  gifts  valid.  Proviso. — 12.  All  real  estate, 
bo7ia  fide  given,  or  granted  by  will,  deed,  or  other  conveyance 
to  any  religious  society,  or  congregation,  or  to  any  one  in  trust 
for  them,  or  to  their  use,  before  the  twentieth  day  of  October, 
A.D.  1744,  shall  be  for  the  use  of  the  same,  according  to  the 
intent  of  the  donor  or  grantor,  and  the  form  and  effect  of  the 
will,  deed,  or  conveyance;  Provided,  That  the  said  society,  or 
congregation,  shall  have  been,  for  twenty  years  hitherto,  in  the 
adverse  and  quiet  possession  of  the  same. 

Chap.   CCLXXV,  Vol.    XI.     Conveyances    and    Devises    of 

Estate   for  Religious  Purposes. 

13.  Grant  to  ecclesiastical  officer  vests  no  estate. — i. 
That  no  grant,  conveyance,  devise  or  lease  of  personal  or  real 
estate  to,  nor  any  trust  of  such  personal  or  real  estate  for  the 
benefit  of  any  person,  and  his  successor  or  successors  in  any 
ecclesiastical  office,  shall  vest  any  estate  or  interest  in  said  person 
or  his  successor ;  and  no  such  grant,  conveyance,  devise,  or  lease 
to  or  for  any  such  person  by  the  designation  of  any  such  office, 
shall  vest  any  estate  or  interest  in  any  successor  of  such  person. 
But  this  section  shall  not  be  deemed  to  admit  the  validity  of 
any  such  grant,  conveyance,  devise  or  lease  heretofore  made. 

14.  Title  and  interest  to  vest  only  in  corporation. — 2. 

That  no  grant,  conveyance,  devise  or  lease  of  any  real  estate, 
dedicated  or  appropriated,  or  intended  to  be  dedicated  or  appro- 
priated to  purposes  of  religious  worship  for  the  use  of  any  con- 
gregation or  society  shall  vest  any  right,  title  or  interest  in  any 
person  or  persons  to  whom  such  grant,  conveyance,  devise  or 
lease  be  made  unless  such  grant,  conveyance,  devise  or  lease 
shall  be  made  both  in  form  and  in  fact,  to  a  corporation  organ- 
ized according  to  the  provision  of  the  laws  of  this  State,  as  con- 
tained and  provided  in,  and  by,  the  39th  chapter  of  the  Revised 
Code,  under  the  title  of  "  Religious  Societies." 

15.  Real  estate  at  death  of  officer  vests  in  the  con- 
gregation.— 3.  That  any  real  estate  of  the  description  named 
in  second  section  of  this  act,  and  which  has  been  heretofore 
granted,  devised  or  demised,  to  any  person  or  persons  in  any  ec- 
clesiastical office  by  the  designation  of  such  office  or  otherwise, 

8 


48  Religious  Corporations. 

9 

shall  be  deemed  to  be  held  in  trust  for  the  benefit  of  the 
congregation  or  society  using  the  same,  and  shall  upon  the 
death  of  the  person  or  persons  in  whom  the  title  shall  be  vested 
at  the  time  of  the  passage  of  this  act,  vest  in  the  religious  cor- 
poration formed  by  the  congregation  or  religious  society  occu- 
pying and  enjoying  such  real  estate  as  aforesaid,  Provided,  such 
corporation  organized  according  to  the  laws  of  this  State,  shall 
be  in  existence  at  the  time  of  the  decease  of  the  person  or  per- 
sons holding  the  title  thereto. 

16.  If  congregation  not  incorporated,  estate  to  be 
escheated. — 4.  That  in  the  event  such  corporation  or  society 
shall  not  be  incorporated  as  aforesaid,  then,  and  in  that  case, 
the  title  of  such  real  estate  shall  escheat  to  the  State  of  Dela- 
ware, in  the  same  manner  and  with  the  same  effect,  as  if  the 
person  holding  the  title  thereto  had  died  intestate  and  without 
heirs  capable  of  inheriting  such  real  estate. 

17.  Escheated  property,  to  be  conveyed  to  congre- 
gation when  incorporated. — 5.  That  whenever  title  to  any 
real  estate  shall  escheat  to  the  State  of  Delaware  under  and  by 
virtue  of  the  last  preceding  section,  it  shall  be  the  duty  of  the 
secretary  of  state  of  this  State,  and  he  is  hereby  authorized, 
upon  his  being  satisfied  of  the  due  incorporation  of  the  congre- 
gation or  society  who  have  occupied  and  enjoyed  such  real 
estate  for  the  purpose  of  religious  worship,  under  and  accord- 
ing to  the  provisions  of  the  law  fii"st  named  in  the  second  sec- 
tion of  this  act,  and  a  further  production  to  him  of  a  certified 
copy  of  the  recorded  certificate  of  the  incorporation,  under  the 
hand  and  seal  of  the  recorder  of  the  county,  in  whose  office 
the  same  is  recorded,  to  grant  and  convey  such  real  estate  and 
all  the  right,  title  and  interest  of  the  State  of  Delaware  therein 
and  thereto  to  said  corporation,  which  shall  thereupon  be  vested 
with  all  the  right,  title  and  interest  which  became  vested  in  the 
State  by  virtue  of  the  provisions  of  this  act. 

Chap.  CXLVII,  Vol.  XVIT.     Private  Corporations.* 

18.  Corporate  Powers.— i.  That  every  corporation,  as 
such,  shall  be  deemed  to  have  power: 

I.  To  have  succession,  by  its  corporate  name,  for  the 
period  limited  in  its  charter  or  certificate  of  incorporation,  not 
exceeding  twenty  years,  and  when  no  period   is   limited,  for 

*This  chapter  applies  by  the  provisions  of  Sections  9,  45,  and  47  to  religious  corpo- 
rations.   The  omitted  Sections  apply  only  to  corporations  for  profit. 


Delaware.  49 

twenty  years,  except  corporations  created  by  act  of  Assembly 
for  public  improvement ; 

2.  To  sue  and  be  sued,  complain  and  defend  in  any  court 
of  law  or  equity; 

3.  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure ; 

4.  To  hold,  purchase  and  convey  such  real  and  personal 
estate  as  the  purposes  of  the  corporation  shall  require,  not 
exceeding  the  amount  limited  in  its  charter,  and  all  other  real 
estate  which  shall  have  been  bona  fide  mortgaged  to  the  said 
company  by  way  of  security,  or  conveyed  to  them  in  satisfac- 
tion of  debts  previously  contracted  in  the  course  of  dealings, 
or  purchased  at  sales  upon  judgments  or  decree  which  shall  be 
obtained  for  such  debts;  and  to  mortgage  any  such  real  or  per- 
sonal estate  with  their  franchises;  the  power  to  hold  real  and 
personal  estate  shall  include  the  power  to  take  the  same  by 
devise  or  bequest,  excepting  when  the  same  is  forbidden  by 
law  in  certain  cases  ;  Provided,  however,  that  nothing  herein 
contained  shall  prohibit  manufacturing  or  trading  corporations 
from  accommodating  their  customers  by  making  payments  or 
disbursements  out  of  any  sum  of  money  received  from  such 
customers ; 

5.  To  appoint  such  subordinate  officers  and  agents  as  the 
business  of  the  corporation  shall  require,  and  to  allow  them  a 
suitable  compensation; 

6.  To  make  by-laws  not  inconsistent  with  the  Constitution 
or  laws  of  the  United  States  or  of  this  State,  fixing  and  alter- 
ing the  number  of  its  directors  for  the  management  of  its  prop- 
erty, the  regulation  and  government  of  its  affairs,  and  for  the 
certification  and  transfer  of  its  stock,  with  penalties  for  the 
breach  thereof  not  exceeding  twenty  dollars; 

7.  To  wind  up  and  dissolve  itself,  or  be  wound  up  and  dis- 
solved in  the  manner  hereafter  mentioned. 

19.  Act  applicable  to  all  corporations.— 9.  Any  cor- 
poration organized  under  any  general  law  of  the  Legislature, 
now  or  hereafter  to  be  passed,  shall,  in  addition  to  the  powers 
and  restrictions  thereon  to  which  it  may  become  subject,  or  of 
which  it  shall  be  possessed  by  virtue  of  its  organization  and  the 
act  authorizing  the  same,  be  additionally  possessed  of  all  the 
powers,  and  be  subject  to  all  restrictions  thereon  in  this  act 
contained,  so  far  as  the  same  are  consistent  with  the  act  under 
which  it  may  as  aforesaid  be  organized. 


50  Religious  Corporations. 

20.  Who  may  incorporate. — lo.  It  shall  be  lawful  for 
three  or  more  persons  to  become  incorporated  under  the  pro- 
visions of  this  act  for  the  purpose  of  carrying  on  any  manufac- 
turing- business,  ....  or  for  religious,  charitable  and  literary 
purposes. 

21.  Certificate,  contents  of.    Amendments. — n.     The 

certificate  of  incorporation  shall  set  forth : 

1.  The  corporate  name; 

2.  The  object  of  the  incorporation  and  the  location  of  the 
principal  place  of  business,  if  it  be  for  business  purposes; 

3.  The  amount  of  capital  stock,  the  number  and  par  value 
of  shares,  and  the  amount  to  be  paid  in  before  commencing 
business,  which  shall  not  be  less  than  ten  per  cent,  of  the  whole 
capital.  This  shall  not  apply  to  religious,  charitable  and  lit- 
erary corporations,  unless  it  be  desired  to  have  a  capital  stock. 
In  case  of  such  corporations  the  election  not  to  have  a  capital 
stock  shall  be  stated  in  lieu  of  the  amount  thereof,  and  the  con- 
ditions of  membership  shall  also  be  stated ; 

4.  The  name  and  residence  of  the  original  subscribers  to 
the  capital  stock,  or,  if  there  be  no  stock,  of  the  original  cor- 
porators ; 

5.  The  periods  at  which  the  corporation  shall  commence 
and  terminate,  not  exceeding  twenty  years; 

6.  The  value  of  real  and  personal  estate  of  which  the  cor- 
poration may  become  seized  and  possessed. 

The  certificate  may  also  contain  any  limitation  upon  the 
powers  of  the  corporation,  the  directors,  and  the  stockholders, 
which  may  be  desired  by  the  parties  signing  the  same ;  pro- 
vided such  limitation  does  not  attempt  to  exempt  the  corpora- 
tion, the  directors,  or  tlje  stockholders  from  the  performance  of 
any  duty  imposed  by  this  act  or  any  law  of  this  State. 

The  certificate  shall  be  signed  by  the  original  corporators, 
or  a  majority  of  them,  and  shall  be  acknowledged,  before  any 
officer  authorized  by  the  laws  of  this  State  to  take  acknowledg- 
ments of  deeds,  to  be  the  act  and  deed  of  the  signers,  respec- 
tively, and  that  the  facts  therein  stated  are  truly  set  forth. 

Amendments  and  alterations  of  the  original  certificate 
may  be  made  by  a  supplemental  certificate,  presented,  ap- 
proved, filed  and  recorded  in  the  same  manner  in  every  respect 
as  is  provided  in  reference  to  the  original  certificate. 

22.  Certificate,  judge  of  the  county  to  issue.  To  be 
Sled. — 12.     The    said    certificate    shall   be   presented   to   the 


Delaware.  ^i 

associate  judge  of  the  county  in  which  the  principal  place  of 
business  of  the  proposed  corporation  is  located.  Notice  of  the 
intention  to  apply  for  incorporation  shall  be  published  daily  (if 
there  be  a  daily  paper  published  in  the  county)  in  two  news- 
papers of  the  county  for  at  least  ten  days  immediately  prior  to 
the  application.  If  there  be  no  daily  paper  in  the  county,  then 
for  three  successive  issues.  Satisfactory  proof  of  the  publica- 
tion shall  be  made  to  the  judge,  who  may,  in  any  case,  require 
any  further  publication  which  he  may  deem  necessary.  It  shall 
be  the  duty  of  the  judge  to  peruse  and  examine  the  said  cer- 
tificate, and  if,  after  such  perusal  and  examination  it  still  appear 
to  the  said  judge  that  the  purposes  of  the  proposed  incorpora- 
tion are  lawful  and  involve  nothing  detrimental  to  the  public 
interest  and  welfare,  that  the  certificate  is  in  proper  form,  that 
the  proposed  amount  of  the  capital  stock  and  value  of  real  and 
personal  estate  which  the  corporation  may  acquire  are  proper 
with  respect  to  the  purpose  of  the  incorporation,  and  that  a 
majority  of  the  corporators  named  in  the  certificate  are  then 
bona  fide  residents  of  this  State,  it  shall  be  his  duty  to  indorse 
thereon  his  approval  and  to  transmit  the  said  certificate  so 
indorsed  to  the  secretary  of  State  to  be  filed  in  his  office,  and 
a  copy  of  the  same,  furnished  and  certified  by  the  said  secre- 
tary, under  his  hand  and  the  seal  of  his  office,  shall  be  recorded 
in  the  recorder's  office  of  the  county  in  which  the  application 
aforesaid  is  made. 

23.  Certificate  to  be  evidence. — 13.  The  original  copy 
of  said  certificate  furnished  by  the  secretary  of  State,  when  the 
same  has  been  certified  by  the  recorder  to  have  been  recorded, 
or  the  record  thereof,  or  a  duly  certified  copy  of  such  record, 
shall  be  evidence  in  any  court  of  law  or  equity. 

24.  Time  incorporation  takes  effect. — 14.  Upon  the 
making  of  the  said  certificate,  and  its  approval,  filing  and 
recording  as  aforesaid,  the  persons  therein  named  as  original 
subscribers  or  corporators,  their  successors  and  assigns,  shall 
be,  from  the  time  of  commencement  mentioned  in  said  certifi- 
cate and  until  the  time  limited  therein  for  the  termination 
thereof,  a  body  corporate  and  politic  in  law  and  in  fact,  by  the 
name  mentioned  in  said  certificate;  Provided^  That  the  Legis- 
lature may  at  pleasure  dissolve  any  corporation  created  by  vir- 
tue of  this  act,  or  alter  and  amend  its  charter. 

25.  Act  applies  to  all  companies. — 15.  All  companies 
that  may  be  hereafter  established  within  this  State,  under  the 


52  Religious  Corporations. 

provisions  hereinbefore  contained  or  under  any  law  of  this 
State,  and  also  the  officers  of  every  such  company,  and  the 
stockholders  therein,  may  exercise  the  powers  and  shall  be  gov- 
erned by  the  provisions  and  be  subject  to  the  liabilities  herein- 
before and  hereinafter  provided. 

26.  Elections,  by  ballot  unless  otherwise  provided. 
Candidates  cannot  be  officers  of  election. — 23  All  elec- 
tions for  managers  or  directors  of  every  incorporated  company 
of  this  State  shall  be  held  by  ballot  (unless  otherwise  ex- 
pressly provided  in  their  respective  charters),  and  every  such 
election  shall  be  held  t^pon  the  day  for  the  annual  election  speci- 
fied in  the  certificate  of  incorporation,  and  between  such  hours 
as  may  be  provided  in  the  by-laws.  No  person  who  is  a  candi- 
date for  the  office  of  director  in  any  incorporated  company  in 
this  State  shall  act  as  judge,  inspector,  or  clerk,  or  in  any 
other  character  as  the  conductor  of  any  election  for  directors  for 
such  company,  unless  there  be  an  insufficient  number  of  other 
stockholders  present,  and  any  violation  of  this  provision  shall 
make  void  the  election  of  any  such  person  as  a  director,  and  he 
shall  be  ineligible  to  the  office  gf  director  of  such  company  for 
twelve  months  next  succeeding  such  election ;  Provided,  That 
this  election  shall  not  apply  to  the  first  election  of  directors  in 
any  corporation. 

27.  Dissolution,  in  case  of,  directors  to  be  trustees. — 

32.  Upon  the  dissolution  in  any  manner  of  any  corporation 
already  created,  or  which  may  hereafter  be  created  by  or  under 
any  law  of  this  State,  the  president  and  directors,  or  the  man- 
agers of  the  affairs  of  the  said  corporation  at  the  time  of  its  dis- 
solution, by  whatever  name  they  may  be  known  in  law,  shall  be 
trustees  of  such  corporation,  with  full  power  to  settle  the  affairs, 
collect  the  outstanding  debts,  and  divide  the  moneys  and  other 
property  among  the  stockholders,  after  paying  the  debts  due 
and  owing  by  such  corporation  at  the  time  of  its  dissolution,  as 
far  as  such  moneys  and  property  shall  enable  them. 

28.  Chancellor  may  appoint  receiver. — 35.  When  any 
corporation  shall  be  dissolved  in  any  manner  whatever,  the 
chancellor,  on  application  of  any  creditor  or  stockholder  of  such 
corporation,  at  any  time,  may  either  continue  such  directors 
trustees  as  aforesaid,  or  appoint  one  or  more  persons  to  be 
receivers  of  and  for  such  corporation,  to  take  charge  of  the 
estate  and  effects  thereof,  and  to  collect  the  debts  and  property 


Delaware.  53 

due  and  belonging  to  the  company,  with  power  to  prosecute 
and  defend,  in  the  name  of  the  corporation,  or  otherwise,  all 
such  suits  as  may  be  necessary  or  proper  for  the  purpose  afore- 
said, and  to  appoint  an  agent  or  agents  under  them,  and  to  do 
all  other  acts  which  might  be  done  by  such  corporation  if  in 
being  that  may  be  necessary  for  the  final  settlement  of  the 
unfinished  business  of  the  corporation ;  and  the  powers  of  such 
trustees  or  receivers  may  be  continued  as  long  as  the  chancellor 
shall  think  necessary  for  the  purpose  aforesaid. 

29.  Chancellor  has  full  jurisdiction. — 36.  The  chan- 
cellor shall  have  jurisdiction  of  said  application  and  of  all 
questions  arising  in  the  proceedings  thereon,  and  may  make 
such  orders,  injunctions  and  decrees  therein  as  justice  and 
equity  shall  require. 

30.  Dissolution,   property  vested  in  individuals. — 

39.  On  the  final  dissolution  of  any  corporation  created  under 
this  act,  all  its  real  and  personal  estate,  not  legally  disposed  of, 
shall  be  vested  in  the  individuals  who  ma}^  be  stockholders  at 
the  time  of  such  dissolution,  in  their  respective  proportions, 
and  they  shall  hold  the  same  as  tenants  or  owners  in  common. 

31.  Existing  corporations  may  come  under  this  act. 

— 43.  Any  corporation  now  existing  under  any  law  of  this 
State,  either  general  or  special,  may  come  under  and  be  subject 
to  the  provisions  and  liabilities  of  this  act  in  the  same  manner 
as  if  created  under  the  same,  if  such  company  make  a  certifi- 
cate under  the  hands  of  the  president  and  directors  of  the  com- 
pany that  said  company  desires  to  come  under  the  said  provi- 
sions and  liabilities,  which  certificate  shall  be  acknowledged, 
recorded  and"  filed  in  the  same  manner  as  the  certificate 
required  by  this  act;  Provided,  That  nothing  in  this  section 
contained  shall  be  held  to  affect  any  transaction,  liabilities  or 
debts  of  any  such  company  heretofore  done,  accrued  or  con- 
tracted. 

32.  Charter,  hovr  extended. — 44-  It  shall  be  lawful 
for  any  corporation  heretofore  or  hereafter  created  under  or  by 
virtue  of  this  act,  or  of  any  law  of  this  State,  at  any  time 
before  the  expiration  of  its  charter,  or  the  period  named  in  its 
certificate  of  organization,  to  file  in  the  office  of  the  secretary 
of  state  a  certificate  under  its  common  seal,  attested  by  the 
signature  of  its  presiding  officer,  declaring  its  desire  that  the 


54  Religious  Corporations. 

period  of  its  existence  as  such  corporation  shall  be  extended 
for  any  time  therein  mentioned,  not  exceeding  twenty  years. 

33.  Members  as  well  as  stockholders  included. — 

45  The  provisions  of  this  act  relating  to  stockholders  shall 
include  members  whenever  applicable. 

34.  State  tax,  how  collected. — 46.  That  the  secretary 
of  state  is  hereby  authorized  and  directed  to  demand,  for  the 
use  of  the  State,  on  certifying  any  charter  of  incorporation  or 
renewal  thereof,  authorized  by  this  act,  the  sum  of  twenty 
dollars  when  the  capital  stock  of  such  corporation  shall  exceed . 
fifty  thousand  dollars ;  Provided^  That  in  the  case  of  corporations 
for  religious,  charitable,  or  literary  purposes,  the  said  tax  shall 
not  be  charged  or  collected.  The  fees  of  the  secretary  of 
state  and  of  the  recorder  shall  be  as  heretofore. 

35.  Existing  religious  incorporations  validated. — 

47.  All  religious  incorporations  now  or  heretofore  existing 
under  and  by  virtue  of  Chapter  thirty-nine  of  the  Revised  Stat- 
utes of  this  State,  or  any  supplement  or  supplements  thereto, 
or  under  and  by  virtue  of  Chapter  419  of  Vol.  13  of  Laws  of 
Delaware,  be  and  the  same  are  hereby  validated  and  made  legal 
incorporations,  and  all  acts  done  in  pursuance  of  said  acts  are 
hereby  made  valid.  And  all  religious  incorporations  hereafter 
to  be  created  may  be  created  by  and  shall  be  subject  in  every 
respect  to  the  provisions  of  said  Chapter  thirty-nine  of  the 
Revised  Statutes  and  any  supplement  or  supplements  thereto; 
and  for  this  purpose  the  said  chapter  and  any  and  all  supple- 
ments thereto,  are  hereby  revived  and  reenacted  with  the  same 
force  and  effect  as  though  the  same  were  set  out  in  full  in  this 
act.  Any  religious  incorporations  created  under  this  act  shall 
be  subject  to  the  provisions  of  section  10  of  said  Chapter  39  of 
the  Revised  Code. 

Supplement  to  Chapter  39. 
[Act  of  Mar.  13,  1895.] 

36.  Trustees,  change  in  number. — i.  Any  society  or 
congregation  of  Christians  heretofore  incorporated  under  the 
act  to  which  this  is  a  supplement,  or  that  may  hereafter  become 
incorporated  under  said  act,  may  from  time  to  time  increase 
the  number  of  trustees  not  to  exceed  twelve,  and  may  decrease 
the  number  to  not  less  than  three  by  a  vote  of  the  society  or 


Delaware.  55" 

congregation  at  a  public  meeting  called  for  that  purpose  in  the 
same  manner  as  provided  in  section  2*  of  the  act  to  which  this 
is  a  supplement,  for  the  election  of  trustees,  voting  and  count- 
ing the  votes  as  provided  therein. 

37.  Change  to  be  recorded. — 2.  If  the  society  or  con- 
gregation shall  by  a  plurality  of  votes  of  the  members  present 
determine  to  increase  or  diminish  the  number  of  trustees,  such 
fact  shall  be  certified  to  the  recorder  of  deeds  in  and  for  the 
county  in  which  such  society  or  congregation  shall  have  prop- 
erty, to  be  by  him  recorded  in  the  deed  records  thereof,  which 
certificate  shall  set  forth  the  number  of  trustees  heretofore  con- 
tained in  the  act  of  incorporation,  and  the  number  fixed  by  the 
meeting  provided  for  by  this  act,  and  shall  be  signed  by  a 
majority  of  the  board  of  trustees.  The  recorder  shall  receive 
the  same  fees  now  provided  by  law  for  like  services. 

Particular  Denominations. 

38.  Section  9  of  Chap.  XXXIX  applies  to  the  Protestant 
Episcopal  Church,  and  Chap.  100,  Vol.  11,.  with  Chap.  599, 
Vol.  19,  to  Roman  Catholic  Societies. 

*See  No.  3,  p.  44. 


DISTRICT  OF  COLUMBIA. 


REVISED  STATUTES,  D.  C,  1894. 

Religious  Societies. 

1.  Congregation  may  acquire  property. — 533.  The 
members  of  any  society  or  congregation  in  the  District,  formed 
for  the  purpose  of  religious  worship,  may  receive  by  gift, 
devise  or  purchase  not  exceeding  one  acre  of  land  and  erect 
thereon  such  houses  and  buildings  and  make  such  other  use  of 
the  land  and  such  other  improvements  thereon  as  may  be 
deemed  necessary  for  the  purposes  named,  and  for  the  comfort 
and  convenience  of  the  society  or  congregation. 

2.  Trustees  may  be  elected  according  to  denomina- 
tional rules. — 534.  Such  society  or  congregation  may  assume 
a  name.  Any  number  of  trustees  not  exceeding  ten,  who 
shall  be  styled  trustees  of  such  society  or  congregation  by  the 
name  so  assumed,  may  be  elected  or  appointed  according  to 
the  rules  or  discipline  governing  the  church  or  denomination  to 
which  said  society  or  congregation  may  belong. 

3.  Certificate  to  be  entered  of  record.— 535.     The 

trustees  shall  immediately  make  a  certificate  under  their  hands 
and  seals,  stating  the  date  of  their  election,  or  appointment,  the 
name  of  the  society  or  congregation,  length  of  time  for  which 
they  were  elected  or  appointed,  which  shall  be  verified  by  the 
affidavit  of  one  of  the  persons  making  the  same,  and  shall  be 
filed  and  recorded  in  the  office  of  the  recorder  of  deeds  of  the 
District. 

4.  Term  of  service. — 536.  The  trustees  shall  hold  office 
during  the  period  stated  in  their  certificates,  and  vacancies  in 
the  office  of  trustee  may  be  filled  by  election  or  appointment 
as  provided  in  section  five  hundred  and  thirty-four;  and  rules 
and  regulations  may  be  adopted  in  relation  to  the  management 
of  the  estate  and  the  duties  of  trustees,  or  for  their  removal 
from  office,  in  accordance  with  the  rules  or  discipline  governing 
the  church  or  denomination  to  which  such  society  or  congrega- 

(56) 


District  of  Columbia,  57 

tion  may  belong,  not  inconsistent  with  the  Constitution  of  the 
United  States  and  the  laws  in  force  in  the  District.  [As 
amended,  22  Stat.  L.,  529.] 

5.  Election  of  successors. — 537.  At  the  expiration  of 
the  term  of  service  of  any  of  the  trustees,  one  or  more  success- 
ors may  be  elected  or.  appointed,  as  provided  in  section  five 
hundred  and  thirty-four,  and  a  certificate  of  their  appointment 
or  election  shall  be  made,  verified,  filed  and  recorded  as  pro- 
vided in  section  five  hundred  and  thirty-five.  [As  amended, 
22  Stat.  L.,  529.] 

6.  Failure  to  elect  will  not  work  dissolution. — 
538.  A  failure  to  elect  trustees  shall  not  work  a  dissolution  of 
the  society  or  congregation,  but  the  trustees  last  elected  or 
appointed  shall  continue  in  office  until  another  election  or 
appointment. 

7.  Powers. — 539.  Such  trustees  and  their  successors  shall 
have  perpetual  succession  and  existence,  shall  be  capable  in  law 
to  sue  and  be  sued,  implead  and  be  impleaded,  answer  and  be 
answered,  defend  and  be  defended,  in  all  courts  of  law  or 
equity,  in  and  by  the  name  and  style  assumed. 

8.  Title  vested  in  trustees. — 540.  The  title  to  land 
authorized  to  be  purchased,  and  to  the  buildings  and  improve- 
ments thereon,  shall  be  vested  in  the  trustees  by  their  assumed 
name,  and  their  successors  forever,  and  the  same  shall  be  held 
for  the  uses  and  purposes  named  and  no  other. 

9.  Trustees  may  dispose  of  real  estate  subject  to 
certain  restrictions. — 541-  The  trustees  shall  have  power, 
under  the  direction  of  the  society  or  congregation  by  whom 
they  were  elected  or  appointed,  to  sell  and  execute  deeds  and 
conveyances  of  the  property  authorized  to  be  held  by  the  society 
or  congregation ;  and  such  deeds  or  conveyances  shall  have  the 
same  effect  as  like  deeds  or  conveyances  made  by  natural  per- 
sons; but  no  deed  or  conveyance  shall  be  made  so  as  to  defeat 
or  destroy  the  interest  or  effect  of  any  grant,  donation,  or 
bequest,  and  all  grants,  donations  and  bequests  shall  be  appro- 
priated and  used  as  directed  by  the  person  making  the  same. 
[As  amended.     See  22  Stat.  L.,  529.] 

10.  Trustees  may  execute  mortgages  with  consent 
of  church. — 542.  The  trustees  shall  have  power,  under  the 
direction  of  the   society  or  congregation,  or  the  authority  by 


5$  Religious  Corporations. 

whom  they  were  elected  or  appointed,  to  execute  mortgages  or 
deeds  of  trust  in  the  nature  of  mortgages,  upon  the  estate  and 
property  which  any  society  or  congregation  are  authorized  to 
hold,  or  to  lease  the  same  for  a  term  not  exceeding  ten  years. 
And  such  mortgages,  deeds,  and  conveyances  shall  have  the 
same  effect  and  be  enforced  by  the  same  remedies  and  proceed- 
ings as  like  mortgages,  deeds,  leases  and  conveyances  made  by 
natural  persons.     [As  amended.     See  22  Stat.  L.,  529.] 

11.  Property  on    dissolution   reverts   to    donors. — 

543.  Upon  the  dissolution  of  any  society  or  congregation,  the 
estate  and  property  of  the  same  shall  revert  back  to  the  per- 
sons, their  heirs  and  assigns,  who  may  have  given  or  contrib- 
uted to  the  purchase  of  or  payment  for  the  same  according  to 
their  respective  rights. 

Societies,  Religious,  Missionary,  etc. 

12.  How  incorporated. — 545.  Three  or  more  persons  of 
full  age,  citizens  of  the  United  States,  a  majority  being  citizens 
of  the  District,  desiring  to  associate  themselves  for  benevolent, 
charitable,  educational,  literary,  musical,  scientific,  religious,  or 
missionary  purposes,  including  societies  formed  for  mutual 
improvement,  or  for  the  promotion  of  the  arts,  may  make,  sign 
and  acknowledge  before  any  officer  authorized  to  take  the 
acknowledgment  of  deeds  in  the  District,  and  file  in  the  office 
of  the  recorder  of  deeds,  to  be  recorded  by  him,  a  certificate 
in  writing,  in  which  shall  be  stated : 

1.  The  name  or  title  by  which  such  society  shall  be  known 
in  law. 

2.  The  term  for  which  it  is  organized. 

3.  The  particular  business  and  objects  of  the  society. 

4.  The  number  of  its  trustees,  directors,  or  managers  for 
the  first  year  of  its  existence. 

13.  Filing  certificate  incorporates.  Powers.  Limit 
on  income. — 546.  Upon  filing  such  certificate  such  persons 
shall  be  a  body  politic  and  corporate  by  the  name  stated  in  the 
certificate,  and  by  such  name  they  and  their  successors  may 
have  and  use  a  seal,  and  alter  and  change  the  same  at  pleasure, 
make  by-laws,  elect  officers  and  agents,  and  take,  receive,  hold 
and  convey  real  and  personal  estate  necessary  for  the  purposes 
of  the  society  as  stated  in  their  certificate,  and  other  real  and 
personal  property,  the  clear  annual  income  from  which  shall 


District  of  Columbia. 


59 


not  exceed  in  value  twenty-five  thousand  dollars;  Provided^ 
hozucver,  That  this  section  shall  not  be  construed  to  exempt  any 
property  from  taxation  in  addition  to  that  now  specifically 
exempted  by  law.     [As  amended.     See  23  Stat.  L.,  13.] 

14.  Trustees,  how  elected.  Powers.  Quorum.  Va- 
cancies.— 547.  Such  incorporated  society  may  elect  its  trus- 
tees, directors,  or  managers,  at  such  time  and  place  and  in  such 
manner  as  may  be  specified  in  its  by-laws,  who  shall  have  the 
control  and  management  of  the  affairs  and  funds  of  the  society, 
and  a  majority  of  whom  shall  be  a  quorum  for  the  transaction 
of  business;  and  whenever  any  vacancy  shall  happen  in  such 
board  of  trustees,  directors,  or  managers,  the  vacancy  shall  be 
filled  in  such  manner  as  shall  be  provided  by  the  by-laws  of  the 
society.     [As  amended.     See  23  Stat.  L.,  13.] 

15.  Existing  corporations  may  reincorporate. — 548. 
The  trustees,  directors,  or  stockholders  of  any  existing  benevo- 
lent, charitable,  educational,  musical,  literary,  scientific,  religi- 
ous, or  missionary  corporation,  including  societies  formed  for 
mutual  improvement,  may,  by  conforming  to  the  requirements 
herein,  reincorporate  themselves,  or  continue  their  existing  cor- 
porate power  under  this  chapter,  or  may  change  their  name, 
stating  in  their  certificate  the  original  name  of  such  corpora- 
tion as  well  as  the  new  name  assumed;  and  all  the  property 
and  effects  of  such  existing  corporation  shall  vest  in  and  belong 
to  the  corporation  so  reincorporated  or  continued. 

16.  Property,  how  leased,  mortgaged,  or  sold. — 549. 
Any  property  of  the  corporation  may  be  leased,  encumbered 
by  mortgage  or  deed  of  trust  in  the  nature  of  a  mortgage,  or 
sold  and  conveyed  absolutely,  when  authorized  by  a  vote  of  a 
majority  of  the  shares  of  stock  of  the  corporation,  or  by  a  vote 
of  a  majority  of  the  directors,  managers,  or  trustees  of  the  cor- 
poration, at  a  meeting  called  for  the  purpose,  and  the  proceed- 
ings of  which  meeting  shall  be  duly  entered  in  the  records  of 
the  corporation;  and  the  proceeds  arising  therefrom  shall  be 
applied  or  invested  for  the  use  and  benefit  of  such  corporation. 
[Substitute,  23  Stat.  L.,  13.] 

17.  Corporation  surrendering  powers,  how  property 
to  be  disposed  of. — 550.  When  any  real  estate  shall  have 
been  devised  or  given  to  any  such  corporation  for  any  special 
benevolent  purpose,  and  where,  by  a  vote  of  three-fourths  of 
the  stock  held  by  the  stockholders,  or  three-fourths  of  the  cor- 


6o  Religious  Corporations. 

porators,  if  no  shares  of  stock  have  been  created,  at  a  meeting 
called  for  the  purpose,  of  which  such  stockholders  or  corpora- 
tors or  members  shall  have  at  least  ten  days'  notice,  the  cor- 
poration shall  determine  to  surrender  their  corporate  powers 
and  cease  to  act  under  the  same,  said  real  and  personal  estate 
so  acquired  shall  be  sold  at  public  auction,  proper  notice  of  the 
time  and  place  of  the  same  having  been  given,  and  the  proceeds 
of  the  sale  equitably  distributed  among  the  stockholders  or  cor- 
porators, or  disposed  of  for  the  promotion  and  advancement  of 
the  objects  for  which  such  corporation  was  originally  organized. 

18.  Existing  corporations  may  come  under  this  act. 

— Section  551  is  repealed,  and  it  was  enacted,  That  any  corpo- 
ration heretofore  formed  under  sections  five  hundred  and  forty- 
five  to  five  hundred  and  fifty-two,  inclusive,  of  the  Revised 
Statutes  of  the  United  States  relating  to  the  District  of  Colum- 
bia may  avail  itself  of  the  provisions  of  this  act  by  complying 
with  its  requirements,  and  those  that  this  act  is  intended  to 
amend ;  but  the  right  to  repeal  this  act,  and  to  alter,  amend,  or 
abolish  any  charter  of  incorporation  granted  under  it,  is  ex- 
pressly reserved  to  Congress.  [Act  of  April  23,  1884,  23  Stat. 
L.,  13.] 

19.  Names  of  corporations  not  to  be  identical, — 552. 

The  provisions  of  this  chapter  shall  not  extend  or  apply  to  any 
association  or  individual,  who  shall  in  the  certificate  filed  with 
the  recorder  of  deeds,  use  or  specify  a  name  or  style  the  same 
as  that  of  any  previously  existing  incorporated  body  in  the 
District. 

Particular  Denominations. 

20.  vSpecial  provisions  exist  in  the  laws  of  Maryland,  in 
force  in  the  District  of  Columbia,  for  the  incorporation  of  Pro- 
testant Episcopal  and  Roman  Catholic  Churches.  (See  Cogley's 
Digest^  pp.  163-169.) 


FLORIDA. 


CONSTITUTION.    Article  III. 
[In  effect,  Oct.,  1890.] 

1.  General  laws  for  incorporation.* — 25.  The  Legis- 
lature  shall  provide  by  general  law  for  incorporating  such  edu- 
cational, agricultural,  mechanical,  mining  and  other  useful 
companies  or  associations  as  may  be  deemed  necessary. 


REVISED  STATUTES,  1892. 

Corporations. 
Chap.   I.     General  Provisions. 

2.  Provisions  extend  to  all  corporations. — 2 119.    The 

provisions  of  this  title  shall  extend  to  all  corporations,  whether 
chartered  by  special  act  of  the  Legislature  or  under  general 
law  in  their  respective  classes,  but  shall  not  in  anywise  affect 
the  validity  of  any  incorporation  heretofore  created. 

3.  Corporations  not  dissolved  by  failure  to  elect 
ofiBcers. — 2120.  No  corporation  shall  be  deemed  to  be  dis- 
solved by  failure  to  elect  or  appoint  officers  on  the  given  day, 
but  the  officers  previously  elected  or  appointed  shall  hold  their 
offices  until  the  qualification  of  their  successors. 

4.  Inherent  powers. — 2 121.  Every  corporation  by  virtue 
of  its  existence  as  such  shall  have  power: 

1.  To  have  succession  by  its  corporate  name  for  the  period 
limited  in  its  charter  and  when  no  period  is  limited,  perpetually. 

2.  To  sue  and  be  sued  in  any  court  of  law  or  equity. 

3.  To  make  contracts  and  to  adopt  and  use  a  common  seal 
and  alter  the  same  at  pleasure. 

4.  Where  special  provision  is  not  made  by  law  or  otherwise 
to  hold,  buy,  convey  or  mortgage  such  personal  or  real  estate 

*  The  Legislature  chartered  in  1893  the  Trustees  of  the  Presbyterian  Church  at  St. 
Augustine. 

(61) 


62  Religious  Corporations. 

as  the  purposes  of  the  corporation  shall  require,  also  to  take 
hold  and  convey  such  other  real  and  personal  property  as  shall 
be  necessary  for  the  corporation  to  acquire  in  order  to  obtain 
or  secure  the  payment  of  any  indebtedness  or  liability  to  it. 

5.  To  appoint  such  subordinate  officers  and  agents  as  the 
affairs  of  the  corporation  shall  require,  and  to  allow  them  suit- 
able compensation. 

6.  To  make  by-laws. 

7.  To  increase  or  diminish  by  a  vote  of  its  members,  cast 
as  the  by-laws  may  direct,  the  number  of  directors,  managers 
or  trustees,  so,  however,  that  the  number  shall  not  be  less  than 
three,  nor  more  than  thirteen. 

Chap.  III.     Corporations  not  for  Profit. 

5.  Manner  of  incorporation. — 2259.  Any  five  or  more 
persons,  wishing  to  form  a  religious  society,  lodge  of  Masons 
or  any  other  similar  order,  debating  or  literary  society,  library 
company,  benevolent  or  charitable  association,  scientific  insti- 
tution of  learning,  or  cemetery  company,  may  become  incor- 
porated in  the  following  manner  :  They  shall  present  to  the 
judge  of  the  circuit  court  for  the  proper  county  a  proposed 
charter  subscribed  by  the  intended  incorporators,  which  shall 
set  forth: 

1.  The  name  of  the  corporation  and  place  where  it  is  to  be 
located. 

2.  The  general  nature  of  the  object  of  the  corporation. 

3.  The  qualification  of  members  and  the  manner  of  their 
admission. 

4.  The  term  for  which  it  is  to  exist. 

5.  The  names  and  residence  of  the  subscribers. 

6.  By  what  officers  the  affairs  of  the  corporation  are  to  be 
managed,  and  the  times  at  which  they  will  be  elected  or 
appointed. 

7.  The  names  of  the  officers  who  are  to  manage  all  the 
affairs  until  the  first  election  or  appointment  under  the  charter. 

8.  By  whom  the  by-laws  of  the  corporation  are  to  be  made, 
altered  or  rescinded. 

9.  The  highest  amoimt  of  indebtedness  or  liability  to  which 
the  corporation  may  at  any  time  subject  itself,  which  shall  never 
be  greater  than  two-thirds  of  the  value  of  the  property  of  the 
corporation. 

10.  The  amount  in  value  of  the  real  estate  which  the  cor- 


Florida.  63 

poration  may  hold,  subject  always  to  the  approval  of  the  cir- 
cuit judge. 

The  proposed  charter  shall  be  acknowledged  by  some  one 
of  the  subscribers  before  some  officer  authorized  to  take  ac- 
knowledgments of  deeds,  which  subscriber  shall  also  make  and 
subscribe  an  oath  to  be  endorsed  on  the  proposed  charter,  that 
it  is  intended  in  good  faith  to  carry  out  the  purposes  and  objects 
set  forth  therein. 

Notice  of  the  intention  to  apply  to  the  circuit  judge  for 
any  such  charter,  stating  the  time  when  the  application  will 
be  made,  shall  be  published  in  one  newspaper  in  the  proper 
county  for  four  weeks,  once  each  week,  setting  forth  briefly  the 
character  and  object  of  the  corporation  to  be  formed. 

The  proposed  charter,  with  proof  of  publication,  shall  be 
produced  to  the  circuit  judge  at  the  time  named  in  the  notice, 
and  if  no  cause  be  shown  to  the  contrary,  and  if  he  find  it  to 
be  in  proper  form  and  for  an  object  authorized  by  this  chapter, 
the  circuit  judge  shall  approve  it  and  endorse  his  approval 
thereon. 

The  charter,  with  all  its  endorsements,  shall  then  be 
recorded  in  the  office  of  the  clerk  of  the  circuit  court,  and  from 
thenceforth  the  subscribers  and  their  associates  and  successors 
shall  be  a  corporation  by  the  name  given.  The  proposed  char- 
ter, during  the  time  of  publication,  must  be  filed  in  the  office 
of  the  clerk  of  the  circuit  court. 

Any  corporation  to  be  organized  for  any  of  the  above 
objects  for  profit,  shall  be  incorporated  under  the  provisions  for 
corporations  for  profit.     [As  amended,  May  5,  1893.] 

6.  Evidence  of  incorporation. — 2260.  The  original 
charter,  with  the  certificate  of  the  recording  thereof  in  the 
clerk's  office,  endorsed  thereon,  or  a  copy  from  the  record 
thereof,  certified  by  the  said  clerk,  shall  be  evidence  of  the  con- 
tents of  the  charter  in  all  actions  and  proceedings  and  shall  be 
conclusive  evidence  of  the  existence  of  the  corporation  in  all 
actions  and  proceedings  where  the  question  of  its  existence  is 
only  collaterally  involved,  and  prima  facie  evidence  in  all  other 
actions  and  proceedings. 

7.  AmendrD.ent  of  charter, — 2261.  Any  such  corpora- 
tion desiring  to  amend  its  charter  may  do  so  by  resolution  as 
provided  in  the  by-laws,  which  amendment,  upon  publication  of 
notice  and  approval  by  the  circuit  judge,  and  recording  in  the 

9 


64  Religious  Corporations, 

clerk's  office  as  aforesaid,  shall  become  and  be  taken  as  part  of 
the  original  charter. 

8.  Dissolution. — 2662.  Any  such  corporation  wishing  to 
dissolve  may  present  a  petition  to  the  circuit  judge,  who  shall 
direct  notice  thereof  to  be  published  for  such  time  as  he  may 
judge  to  be  expedient,  and  after  the  expiration  of  such  time  he 
may  decree  a  dissolution  and  may  make  all  necessary  order  and 
decrees  for  the  winding  up  of  the  affairs  of  such  corporation, 
taking  care  that  the  claims  of  creditors  be  satisfied,  as  far  as 
may  be,  out  of  the  assets  of  the  corporation. 

Particular  Denominations. 

9.  The  Florida  Annual  Conference  of  the  Methodist 
Episcopal  Church  South,  and  the  Protestant  Episcopal  Church 
in  the  Missionary  District  of  Southern  Florida,  were  incorpo- 
rated by  the  Legislature  in  1893.  Special  provision  has  also 
been  made  for  the  Shakers,  by  Act  of  May  31,  1895. 


GEORGIA. 


CONSTITUTION.    Article  I. 

[In  force,  Dec.  5,  1877.] 

1,  General  laws  to  be  enacted.  Private  rights 
secured. — IV,  i.  Laws  of  a  general  nature  shall  have  uni- 
form operation  throughout  the  State,  and  no  special  laws  shall 
be  enacted  in  any  case  for  which  provision  has  been  made  by  an 
existing  general  law.  No  general  law  affecting  private  rights 
shall  be  varied  in  any  particular  case  by  special  legislation, 
except  with  the  free  consent,  in  writing,  of  all  persons  affected 
thereby  ;  and  no  person  under  legal  disability  to  contract  is 
capable  of  such  consent. 

Article  XII. 

2.  Existing  charters  protected. — I,  4-  Local  and  pri- 
vate acts  passed  for  the  benefit  of  counties,  cities,  towns,  cor- 
porations and  private  persons  not  inconsistent  with  the  supreme 
law,  nor  with  this  Constitution,  and  which  have  not  expired  nor 
been  repealed,  shall  have  the  force  of  statute  law,  subject  to 
judicial  decision  as  to  their  validity  when  passed,  and  to  any 
limitations  imposed  by  their  own  terms. 


STATUTES,  CODE,  1882. 

[With  amendments  to  1894.] 

Chap.  I,  Art.  IV.     Of  Corporations  Generally. 

Sec.   I.     Their  Nature  and  Kinds. 

3.  Private  corporations  defined. — 1673.  All  others 
are  private,  whether  the  object  of  incorporation  be  for  public 
convenience  or  individual  profit,  and  whether  the  purpose  be, 
in  its  nature,  civil,  religious  or  educational. 

(65) 


66  Religious  Corporations. 

Sec.  II.     Their  Creation. 

4.  By  whom  created.* — 1674.  The  power  to  create 
corporations  in  this  State  vests  in  the  General  Assembly,  and 
the  courts,  by  whom  all  charters  must  be  granted. 

5.  How  incorporated.  Associations  of  churches 
may  incorporate.  Term  of  corporate  life. — 1676.  A  pri- 
vate corporation,  for  any  purpose  whatever,  except  banking  or 
insurance,  may  be  created  in  this  State  by  complying  with  the 
following  provisions : 

I.  The  persons  desiring  the  charter  shall  file  in  the  office 
of  the  clerk  of  the  superior  court  of  the  county  in  which  they 
desire  to  transact  business,  a  petition  or  declaration,  specifying 
the  objects  of  their  association,  and  the  particular  business  they 
propose  to  carry  on,  together  with  their  corporate  name,  and 
the  amount  of  capital  to  be  employed  by  them  actually  paid  in, 
and  their  place  of  doing  business,  and  the  time,  not  exceeding 
twenty  years,  for  which  they  desire  to  be  incorporated ;  which 
petition  or  declaration  shall  be  published  once  a  week  for  four 
weeks  in  the  nearest  public  gazette  to  the  point  where  such 
business  is  located,  before  said  court  shall  pass  an  order  declar- 
ing said  application  granted.  After  the  granting  by  the  court 
of  the  order  of  incorporation,  the  petition  and  said  order  shall 
be  recorded  together  by  said  clerk  in  a  book  to  be  kept  for  that 
purpose,  and  to  be  known  as  "  The  Record  of  Superior  Court 
Charters,"  and  which  shall  be  kept  appropriately  indexed  by 
said  clerk ;  but  this  shall  not  dispense  with  the  recording  of  the 
order  of  incorporation  upon  the  minutes  of  the  court,  also  as  a 
part  of  the  proceedings  of  the  court.  And  it  may  be  lawful 
for  any  association  of  churches  to  be  chartered  for  the  purpose 
of  promoting  the  cause  of  the  Christian  religion,  charity  or 
education,  by  complying  with  the  provisions  of  this  section, 
except  that  they  need  not  state  the  amount  of  capital  to  be 
used  by  them  actually  paid  in,  and  when  the  meetings  of  said 
association  are  ambula;tory,  they  shall  not  be  required  to  set 
forth  their  place  of  business  ;  Provided,  That  said  association 
may  be  chartered  in  any  county  in  which  a  church  belonging 
thereto  may  be  located.  And  paragraph  3  of  this  section  shall 
not  apply  to  such  corporations,  and  the  publication  of  notice 
required  shall  be  in  the  nearest  public  gazette  to  the  county 
where  the  application  is  made.      [As  amended,  Sept.  8,  1891.I] 

*See  Act  for  Incorporation  of  Towns,  Churches,  etc..  No.  35,  Sec.  i,  p.  73. 
t  Section  2  of  the  .ict  of  Sept.  8,  1891,  reads,  "  Be  it  further  en.acted.  That  all  laws  and 
parts  of  laws  in  conflict  with  this  act  be,  and  the  same  are,  hereby  repealed." 


Georgia.  67 

2.  If,  upon  hearing  such  petition,  the  court  shall  be  satis- 
fied that  the  application  is  legitimately  within  the  purview  and 
intention  of  this  Code,  it  shall  pass  an  order  declaring  the  said 
application  granted,  and  the  petitioners  and  their  successors 
incorporated  for  and  during  a  term  not  exceeding  twenty  years, 
with  the  privilege  of  renewal  at  the  expiration  of  that  time 
according  to  the  provisions  above  set  forth.  A  certified  copy 
of  this  petition  and  order,  under  the  seal  of  the  court,  shall  be 
evidence  of  such  incorporation  in  any  court  in  this  State." 

[Section  3  omitted  as  not  applicable  to  churches.] 

6.  How  particular  churches  may  incorporate. 
Time-hmit  of  charters. — 1676  (a).  The  superior  court, 
upon  the  petition  of  one  or  more  discreet  and  proper  persons, 
showing  that  a  school,  academy,  college  or  church  has  been,  or 
is  about  to  be,  established  in  the  county  where  such  court  is 
sitting,  and  asking  for  corporate  authority  to  enforce  good 
order,  receive  donations,  make  purchases,  and  effect  all  aliena- 
tions of  realty  and  personalty,  not  for  the  purpose  of  trade 
and  profit,  but  for  promoting  the  general  design  of  such  insti- 
tution, and  to  look  after  the  general  interest  of  such  establish- 
ment, may  grant  such  person  or  persons  and  their  legal  succes- 
sors such  corporate  powers  as  may  be  suitable  and  not  incon- 
sistent with  the  laws  of  this  State,  nor  violative  of  private 
rights,  the  charter  so  granted  to  remain  in  force  twenty  years, 
unless  sooner  revoked  by  law ;  and  upon  petition  by  the  corpo- 
rators, or  their  legal  successors  in  charge  of  any  such  institu- 
tion, however  and  whenever  incorporated,  the  superior  court 
of  the  county  where  the  same  is  located  shall  have  power  to 
amend  the  charter  thereof  in  any  way  prayed  for;  Provided, 
The  same  is  not  contrary  to  the  laws  of  this  State  nor  violative 
of  private  rights.  The  costs  of  recording  such  proceedings  on 
the  minutes  shall  be  paid  by  the  petitioners,  and  a  certified 
copy  of  the  same,  under  the  seal  of  the  court,  shall  be  sufficient 
evidence  in  any  case  of  the  corporate  powers  and  privileges  so 
granted.     [As  amended,  Oct.  16,  1885.] 

7.  Rehgious  societies  may  incorporate  in  any 
county.* — 1677.  In  all  cases  where  it  is  the  design  of  relig- 
ious or  educational  associations  or  societies  to  extend  their  oper- 
ations and  hold  property  in  different  counties  in  this  State, 
without  having  any  principal  place  of  business,  it  shall  be  law- 
ful for  the  petition  for  incorporation  to  be  filed  in,  and  the  order 

♦See  title  "  Ratification  of  Superior  Court  Charters,"  p.  71. 


68  Religious  Corporations. 

of  incorporation  to  be  granted  by,  the  superior  court  of  any 
county  of  this  State,  and  the  said  county  shall  be  deemed  and 
held  to  be  the  county  of  the  residence  of  said  corporation. 

Sec.    III.      Powers  and  Liabilities. 

8.  Continuance  not  affected  by  death  of  members. 
Time  limit  of  charters. — 1678.  Corporations  have  continu- 
ous succession  during  the  time  limited  by  their  charter,  not- 
withstanding the  death  of  their  members.  Should  any  charter 
granted  in  future  by  the  General  Assembly  to  a  private  corpo- 
ration be  silent  as  to  its  continuance,  such  charter  shall  expire 
at  the  end  of  thirty  years  from  the  date  of  its  grant. 

9.  Powers. — 1679.  -^^^  corporations  have  the  right  to  sue 
and  be  sued,  to  have  and  use  a  common  seal,  to  make  by-laws, 
binding  on  their  own  members,  not  inconsistent  with  the  laws 
of  this  State  and  of  the  United  States,  to  receive  donations  by 
gift  or  will,  to  purchase  and  hold  such  property,  real  or  per- 
sonal, as  is  necessary  to  the  purpose  of  their  organization,  and 
to  do  all  such  acts  as  are  necessary  for  the  legitimate  execution 
of  this  purpose. 

10.  Responsible  for  acts  of  ofiicers. — 1680.  Every 
corporation  acts  through  its  officers,  and  is  responsible  for  the 
acts  of  such  officers  in  the  sphere  of  their  appropriate  duties; 
and  no  corporation  shall  be  relieved  of  its  liability  to  third  per- 
sons for  the  acts  of  its  officers  by  reason  of  any  by-law  or  other 
limitation  upon  the  power  of  the  officer,  not  known  to  such  third 
person. 

Sec.  IV.   Dissolution. 

11.  State  may  withdraw  franchise. — 1682.  In  all  cases 
of  private  charters  hereafter  granted  the  State  reserves  the  right 
to  withdraw  the  franchise,  unless  such  right  is  expressly  nega- 
tived in  the  charter. 

12.  Liability  not  affected. — 1689.  The  dissolution  of  a 
corporation,  from  any  cause,  shall  not,  in  any  manner,  affect 
any  collateral  or  ultimate  or  other  liability,  legally  incurred  by 
any  of  its  officers  or  members. 

13.  State  cannot  dissolve  all  corporations. — 1683. 
Private  corporations  heretofore  created,  without  the  reserva- 
tion of  the  right  of  dissolution,  and  where  individual  rights 


Georgia.  69 

have  become  vested,  are  not  subject  to  dissolution  at  the  will 
of  the  State. 

14.  How  dissolution  is  effected. — 1684.  Every  corpo- 
ration is  dissolved — ist,  by  expiration  of  its  charter;  2d,  by  for- 
feiture of  its  charter;  3d,  by  a  surrender  of  its  franchises;  4th, 
by  the  death  of  all  its  members  without  provisions  for  a  succes- 
sion.* 

15.  How  charter  forfeited. — 1685.  A  corporation  may 
forfeit  its  charter — ist,  by  a  willful  violation  of  any  of  the  essen- 
tial conditions  on  which  it  is  granted;  2d,  by  a  misuser  or  non- 
user  of  its  franchises.  This  dissolution  dates  from  the  judgment 
of  a  court  of  competent  jurisdiction  declaring  the  forfeiture. 

16.  Surrender  of  franchise. — 1686.  A  corporation  may 
be  dissolved  by  a  voluntary  surrender  of  its  franchises  to  the 
State.  In  such  case  such  surrender  does  not  relieve  its  officers 
or  members  from  any  liability  for  the  debts  of  the  corporation. 

17.  Death  of  members. — 1687.  The  death  of  all  the 
members  of  a  corporation,  or  of  so  many  of  them  as  to  render  it 
impossible  under  the  charter  to  provide  a  succession,  is  a  disso- 
lution thereof. 

18.  Disposition  of  assets. — 1688.  Upon  the  dissolution 
of  a  corporation,  for  any  cause,  all  the  property,  and  assets  of 
every  description  belonging  to  the  corporation  shall  constitute 
a  fund — first,  for  the  payment  of  its  debts,  and  then  for  equal 
distribution  among  its  members.  To  this  end  the  superior 
court  of  the  county  where  such  corporation  was  located  shall 
have  power  to  appoint  a  receiver,  under  proper  restrictions, 
properly  to  administer  such  assets  under  its  direction. 

Title  V.     Chap.  VIII.   Of  Trustees. 

19.  Conveyance  to  churches,  etc.,  confirmed. — 2343. 
All  deeds  of  conveyance  heretofore  made,  and  which  may  here- 
after be  made,  to  any  person  or  persons,  for  any  lots  of  land 
within  this  State,  to  any  church  or  religious  society  or  to  trus- 
tees for  the  use  of  such  church  or  religious  society  for  the  pur- 
pose of  erecting  churches  or  meeting-houses,  are,  and  shall  be 
deemed  and  taken  to  be,  good  and  valid,  and  available  in  law 
for  the  intents,  uses  and  purposes  contained  in  said  deeds  of 
conveyance,  and  all  lots  of  land  so  conveyed  shall  be  fully  and 

*  Also  by  non-payment  of  taxes,  Section  877  of  Code. 


7©  Religious  Corporations. 

absolutely  vested  in  such  church  or  religious  society,*  or  in  their 
respective  trustees,  for  the  uses  and  purposes  in  said  deed  ex- 
pressed ;  to  be  holden  to  them,  or  their  trustees,  for  their  use 
by  succession,  according  to  the  mode  of  church  government,  or 
rules  of  discipline  exercised  by  such  churches  or  rehgious  socie- 
ties respectively. 

20.  Trustees  subject  to  church.— 2344.  All  trustees  to 
whom  conveyances  are  or  shall  be  made,  for  the  purposes  ex- 
pressed in  the  preceding  section,  shall  be  subject  to  the  author- 
ity of  the  church  or  religious  society,  for  which  they  hold  the 
same  in  trust,  and  may  be  expelled  from  said  trust  by  such 
church  or  society,  according  to  the  form  of  government  or  rules 
of  discipline  by  which  they  may  be  governed. 

21.  Church  to  fill  vacancies. — 2345.  Every  church  or 
religious  society  shall  be  and  are  hereby  authorized  and  em- 
powered to  fill  up  all  vacancies  which  may  happen  in  the  said 
trusts  by  death,  removal,  expulsion,  or  otherwise;  and  when 
any  vacancy  shall  be  filled  up  the  same  shall  be  certified  under 
the  hand  or  hands  of  the  person  or  persons  presiding  in  the  said 
society,  and  according  to  the  form  of  government  or  discipline 
practiced  by  such  church  or  society,  which  certificate  shall  ex- 
press the  name  of  the  person  appointed  to  fill  the  vacancy,  and 
the  name  of  the  person  in  whose  place  he  shall  be  appointed ; 
and  the  said  certificate  being  recorded  in  the  office  of  the  clerk 
of  the  superior  court  of  the  county  in  which  the  land  lies,  the 
person  so  appointed  to  fill  such  vacancy  shall  be  as  fully  vested 
with  such  trust  as  if  a  party  to  and  named  in  the  original  deed. 

22.  The  preceding  sections  construed. — 2346.  The 
three  preceding  sections  shall  be  so  construed  as  to  apply  to  all 
societies,  whether  social,  charitable,  secret,  masonic,  or  by 
whatever  name  they  may  be  called,  and  all  criminal  laws  in 
force  on  the  5th  of  March,  1856,  for  the  protection  of  religious 
societies,  shall  be  so  construed  as  to  apply  to  all  societies,  by 
whatever  name  they  may  be  called. 

23.  Powers  of  societies. — 2347.  Said  societies,  in  their 
distinct  and  proper  names,  by  their  trustees  or  officers,  shall  be 
entitled  and  authorized  to  receive,  by  purchase,  gift  or  bequest, 
all  property,  both  personal  and  real,  and  they  shall  be  capable  in 
law  of  suing  and  being  sued,  pleading  and  being  impleaded, 

*  Under  the  provisions  of  this  section  trustees  of  unincorporated  societies  can  hold 
the  title  of  church  property. 


Georgia.  71 

contracting  and  being  contracted  with;  and  they  are  hereby 
made  bodies  politic  and  corporate  for  the  purposes  named,  when 
any  of  the  said  societies  shall  have  entered  their  names  as  trus- 
tees or  officers  of  any  such  societies,  for  the  purposes  herein 
specified,  and  they  shall  be  capable  in  law  of  defending  and 
being  defended,  and  entitled  to  all  the  benefits  of  the  three 
preceding  sections  before  mentioned;  Provided^  That  the  said 
societies  shall  have  recorded  the  name,  style  and  objects  of  their 
association,  as  prescribed  by  laws  in  force  on  the  said  fifth  of 
March,  1856. 

Record  of  Superior  Court  Charters. 
[Act  of  Nov.  13,  1889.] 

24.  Record  book  to  be  kept  by  clerk  of  court.— i. 

From  and  after  the  passage  of  this  act  it  shall  be  the  duty  of 
the  clerk  of  the  superior  court  of  each  county  to  have  prepared, 
at  the  expense  of  the  county  in  which  he  is  clerk,  a  record 
book  of  suitable  size  and  form,  which  shall  be  kept  in  the  office 
of  the  clerk  of  the  superior  court  in  each  county  in  this  State, 
and  such  book  shall  be  known  as  the  "  Record  of  Superior  Court 
Charters." 

25.  Charters  to  be  recorded. — 2.  All  charters  when 
granted  shall  be  recorded  in  said  book  of  record  with  the  origi- 
nal advertisement  of  the  charter  asked  for. 

26.  Record  validates  charter. — 3.  When  any  charter 
is  granted  by  the  superior  court  it  shall  not  become  valid  until 
it  has  been  recorded  with  the  original  legal  advertisement  in 
the  charter  record  of  the  county  in  which  it  is  granted. 

27.  Fee.  Copies  to  be  evidence. — 4.  The  clerk  of  the 
superior  court  shall  be  allowed  such  fees  for  recording  the 
charters  granted  by  the  superior  court  as  is  allowed  in  the  fee 
bill  of  this  State  for  recording  deeds  to  land.  The  clerk  shall 
furnish  any  person  on  application  a  certified  copy  of  any  char- 
ter on  record  in  his  office.  Under  seal  said  certified  copy  may 
be  used  in  the  courts  of  this  State  as  evidence. 

Ratification  of  Superior  Court  Charters. 
[Act  of  Nov.  II,  1889.] 

28.  Orders  of  courts  since  1876  ratified. — i.  From 
and  after  the  passage  of  this  act  the  orders  of  the  superior 
courts  granting   corporate   existence   to   corporations   created 


72  Religious  Corporations. 

tinder  the  act  of  February  19,  1876,  be,  and  the  same  are  hereby- 
ratified  and  confirmed,  with  each  and  every  contract  made,  or 
act  done  in  the  corporate  name,  by  or  with  the  corporation 
thereof  since  the  passage  of  said  act. 

29.  Section  1677  of  the  Code  reenacted.*— 2.The  said 
act,  approved  February  19,  1876,  as  now  embodied  in  section 
1677  of  the  present  Code  of  this  State  be,  and  the  same  is 
hereby  reenacted,  and  the  authority  therein  contained  given  to 
the  extension  or  the  amendment  of  all  charters  contemplated  in 
the  said  section,  whether  the  original  charter  of  the  corporation 
so  to  be  extended  or  amended  was  granted  by  the  General  As- 
sembly of  this  State  or  a  superior  court  of  this  State. 

30.  Legal  residence,  how  changed. — 3.  By  resolution 
of  the  corporation  entered  on  the  minutes  thereof,  the  county 
of  its  legal  residence  may  be  changed  from  the  county  where  it 
was  incorporated  by  the  order  of  the  superior  court  to  some 
other  county  where  its  head  or  chief  executive  officer  resides. 
Provided,  That  such  resolution  of  the  corporation  shall  be 
recorded  on  the  minutes  of  the  superior  court  which  granted 
the  charter  of  the  corporation,  and  also  on  the  minutes  of  the 
superior  court  of  the  county  in  which  the  corporation  seeks 
to  locate  its  legal  residence. 

31.  Contracts  validated. — 4.  All  contracts  made  with 
the  said  corporations,  or  all  deposits  of  title  made  for  the  pur- 
pose of  securing  to  the  said  corporations  moneys  held  and 
owned  by  them,  shall  be  legal  and  valid,  and  payment  may  be 
enforced  in  the  same  manner  and  in  the  same  way  as  if  done  by 
a  private  individual. 

32.  Administration  of  charitable  trusts. — 5.  Said  cor- 
porations now  created  or  hereafter  created  pursuant  to  the  pro- 
visions of  this  act  be,  and  they  are  hereby  authorized  to  act  in 
their  corporate  capacity  as  trustee  to  administer  and  carry  into 
effect  any  charitable  trust  heretofore  or  hereafter  created  by 
deed  or  by  will,  which  is  consistent  with  the  objects  of  the  cor- 
porate existence. 

Reviver  of  Corporations. 

[Act  of  Nov.  12,  1889.] 

33.  Charters,  how  revived. — i.  In  all  cases  where  the 
charter  of  a  corporation,  created  for  library,  church,  charitable, 

*  See  No.  7,  p.  67. 


Georgia.  73 

school  or  educational  purposes,  may  have  heretofore  expired,  or 
may  hereafter  expire,  such  corporation  inay  be  revived  for  the 
same  purposes  at  any  time  within  three  years  after  the  expira- 
tion of  its  charter,  by  the  superior  court  of  the  county  in  which 
the  former  charter  was  granted.  The  application  for  reviver 
may  be  made  by  the  former  corporators,  or  trustees,  or  any  of 
them,  and  the  application  and  all  proceedings  thereon  shall  be 
as  prescribed  by  law  for  making  application  and  proceedings 
thereon  in  cases  of  similar  and  original  charters.  The  corpora- 
tion, as  revived,  shall  stand  clothed  with  all  the  powers,  and 
possessed  of  all  the  rights,  and  be  subject  to  all  the  debts, 
liabilities  and  burthens  of  the  old  corporation  which  is  revived 
in  it. 

Rati-fication  of  Charters  Granted  by  Superior  Courts. 
[Act  of  Sept.  7,  1 89 1.] 

34.  Charters  granted  since  November,  1889,  rati- 
fied..*— I.  All  charters  of  corporations  which  have  been 
granted  by  the  superior  courts  of  this  State  since  the  passage 
of  the  above  recited  act,  approved  November  13,  1889,  in  the 
granting  of  which  the  law  of  this  State  in  such  case  provided 
has  been  substantially  complied  with,  as  it  existed  previous  to 
the  passage  of  said  above  recited  act,  be,  and  the  same  is,  hereby 
ratified  and  confirmed,  and  declared  to  be  valid  and  legal  and  to 
have  all  the  force,  effect,  power  and  authority  as  if  said  char- 
ters had  been  granted  in  strict  compliance  and  conformity  with 
said  above  recited  act,  approved  November  13,  1889. 

Incorporation  of  Towns,  Churches,  etc. 
[Act  of  Oct.  19,  1891.] 

35.  General  Assembly  cannot  amend  charters  of 
certain  towns  or  of  any  churches,  etc. — i.  From  and 
after  the  passage  of  this  act,  the  General  Assembly  shall  have 
no  power  or  authority,  by  local  or  special  enactment,  to  grant 
any  charter  incorporating  or  amending  any  charter  heretofore 
or  hereafter  granted  incorporating  any  town,  villages  or  muni- 
cipalities of  less  than  two  thousand  inhabitants;  nor  of  any 
school,  church  or  other  society  in  this  State. 

All  such  charters  and  amendments  shall  be  granted  by  the 
superior  court  of  the  county  in  which  the  same  is  situated  as 
now  or  may  hereafter  be  provided  for  by  law.  f 

*  See  Nos.  24-27,  p.  71.  Section  2  applies  only  to  towns  and  villages. 


74 


Religious  Corporations. 


36.  Amendments  to  such  charters  to  be  granted  by 
the  courts. — 3.  Any  town,  village  or  municipality  of  less 
than  two  thousand  inhabitants,  and  schools,  churches  and  other 
societies  desiring  to  amend  charters  already  granted  them,  to 
suspend  the  operation  of  any  part  of  the  same,  shall  proceed  as 
provided  by  law  for  the  incorporation  of  the  same,  and  upon  the 
superior  court  passing  an  order  allowing  said  amendment,  the 
same  shall  have  the  force  and  effect  of  suspending  the  law  asked 
to  be  suspended,  and  to  put  into  force  and  effect  the  law  declared 
to  go  into  effect  by  said  amendment  so  allowed. 


IDAHO. 

CONSTITUTION.    Article  XI. 

[In  effect  July  3,  1890.] 

1.  General  laws  to  be  passed. — 2.  No  charter  of 
incorporation  shall  be  granted,  extended,  changed  or  amended 
by  special  law,  except  for  such  municipal,  charitable,  educa- 
tional, penal  or  reformatory  corporations  as  are  or  may  be 
under  the  control  of  the  State ;  but  the  Legislature  shall  pro- 
vide b}''  general  law  for  the  organization  of  corporations  here- 
after to  be  created ;  Provided^  That  any  such  general  law  shall 
be  subject  to  future  repeal  or  alteration  by  the  Legislature. 

2.  Charters  may  be  annulled. — 3.  The  Legislature 
may  provide  by  law  for  altering,  revoking  or  annulling  any 
charter  of  incorporation  existing  and  revocable  at  the  time  of 
the  adoption  of  this  Constitution,  in  such  manner,  however, 
that  no  injustice  shall  be  done  to  the  corporators. 


REVISED  STATUTES,  1887.* 

Title  IV.     Concerning  Corporations. 

Chap.  I.      General  Provisions.! 

3.  Private  corporations,  how  formed. — 2576.  Private 
corporations  may  be  formed  by  the  voluntary  association  of  any 
five  or  more  persons  in  the  manner  prescribed  in  this  Title.  A 
majority  of  such  persons  must  be  bona  fide  residents  of  this 
State. 

4.  For  any  lawful  purpose. — 2577.  Private  corpora- 
tions may  be  formed  for  any  purpose  for  which  individuals  may 
lawfully  associate  themselves. 

♦By  the  provisions  of  the  Constitution,  Art.  XXI,  Sec.  2,  the  laws  of  the  Territory 
are  made  operative  in  the  State  until  repealed. 

tThe  omitted  sections  relate  solely  to  corporations  for  profit. 

(75) 


y6  Religious  Corporations, 

5.  Articles  of  incorporation. — 2578.  The  instrument 
by  which  a  private  corporation  is  formed,  is  called  "Articles  o£ 
Incorporation." 

6.  Contents  of  articles. — 2579.  Articles  of  incorpora- 
tion must  be  prepared  setting  forth : 

1.  The  name  of  the  corporation; 

2.  The  purpose  for  which  it  is  formed; 

3.  The  place  where  its  principal  business  is  to  be  trans- 
acted; 

4.  The  term  for  which  it  is  to  exist,  not  exceeding  fifty  years ; 

5.  The  number  of  its  directors  or  trustees;  and  the  names 
and  residence  of  those  who  are  appointed  for  the  first  year. 

7.  Articles,   how  subscribed  and  acknowledged. — 

2581.  The  articles  of  incorporation  must  be  subscribed  by  five 
or  more  persons,  a  majority  of  whom  must  be  resident  free- 
holders of  this  State,  and  acknowledged  by  each  before  some 
officer  authorized  to  take  and  certify  acknowledgments  of  con- 
veyances of  real  property. 

8.  Articles,  where  filed.  Certificate. — 2584.  Upon 
filing  the  articles  of  incorporation  in  the  office  of  the  county 
recorder  of  the  county  in  which  the  principal  business  of  the 
company  is  to  be  transacted,  and  a  copy  thereof,  certified  by 
the  county  recorder,  with  the  secretary  of  the  State,  and  filing 
the  affidavit  mentioned  in  the  last  section,  when  such  affidavit 
is  required,  the  secretary  of  the  State  or  such  county  recorder 
must  issue  to  the  corporation,  over  his  official  seal,  a  certifi- 
cate that  a  copy  of  the  articles,  containing  the  required  state- 
ment of  facts,  has  been  filed  in  his  office ;  and  thereupon  the 
persons  executing  the  articles  and  their  associates  and  succes- 
sors shall  be  a  body  politic  and  corporate,  by  the  name  stated 
in  the  articles,  and  for  the  term  of  fifty  years,  unless  it  is  in 
the  articles  of  incorporation  otherwise  stated,  or  by  law  other- 
wise specially  provided. 

9.  Articles  to  be  evidence.— 2585.  A  copy  of  any 
articles  of  incorporation  filed  in  pursuance  to  this  title  and  cer- 
tified by  the  secretary  of  the  State,  or  the  recorder  of  the  proper 
county,  must  be  received  in  all  courts  and  other  places  as  prima 
facie  evidence  of  the  facts  therein  stated. 

10.  Members. — 2586 If  a  corporation  has  no  capital 

stock,  the  corporators  and  their  successors  are  called  members. 


Idaho.  77 

11.  Articles  to  be  filed  with  county  recorder.  Effect 
of  failure  to  file. — 2587.  No  corporation  formed  under  the 
provisions  of  this  title,  shall  purchase,  locate,  or  hold,  property 
in  any  county  of  this  State,  without  filing  a  certified  copy  of 
its  articles  of  incorporation  in  the  office  of  the  county  recorder 
of  the  county  in  which  such  property  is  situated,  within  sixty 
days  after  such  purchase  or  location  is  made,  and  every  corpo- 
ration now  in  existence  must,  within  ninety  days  after  the  pas- 
sage of  this  title,  file  a  certified  copy  of  its  articles  of  incorpo- 
ration, as  provided  in  this  section.  Any  corporation  failing  to 
comply  with  the  provisions  of  this  section,  must  not,  while  so 
in  default,  maintain  or  defend  any  action  or  proceeding  in  rela- 
tion to  such  property. 

12.  By-laws,  when,  how  and  by  whom  adopted. — 

2588.  Every  corporation  formed  under  this  title  must,  within 
one  month  after  filing  articles  of  incorporation,  adopt  a  code 
of  by-laws  for  its  government  not  inconsistent  with  the  laws 
of  Congress  and  of  this  State.  The  assent  of  ....  a  majority 
of  the  members,  if  there  be  no  capital  stock,  is  necessary  to 
adopt  by-laws,  if  they  are  adopted  at  a  meeting  called  for  that 
purpose;  and  if  such  meeting  be  called,  two  weeks'  notice  of 
the  same  by  advertisement  in  some  newspaper  published  in  the 
county  in  which  the  principal  place  of  business  of  the  corpo- 
ration is  located,  or,  if  none  be  published  therein,  then  in  a 
paper  published  at  the  capital  of  the  State,  must  be  given  by 
order  of  the  acting  president.  The  written  assent  ....  of 
two-thirds  of  the  members,  if  there  be  no  capital  stock,  shall  be 
effectual  to  adopt  a  code  of  by-laws  without  a  meeting  for  that 
purpose. 

13.  Directors,  election  of. — 2589.  The  directors  of  a 
corporation  must  be  elected  -annually  by  the  stockholders  or 
members,  and  if  no  provision  is  made  in  the  by-laws  for  the 
time  of  the  election,  the  election  must  be  held  on  the  first  Tues- 
day in  June.  Notice  of  such  election  must  be  given,  and  the 
right  to  vote  determined  as  prescribed  in  the  last  preceding 
section. 

14.  By-laws,  what  they  may  provide. — 2590.  A  cor- 
poration may,  by  its  by-laws,  when  no  other  provision  is  spe- 
cially made,  provide,  among  other  things,  for: 

I.  The  time,  place,  and  manner  of  calling  and  conducting 
its  meetings; 


!jS  Religious  Corporations, 

2.  The  number  of  stockholders  or  members  constituting  a 
quorum ; 

3.  The  mode  of  voting  by  proxy; 

4.  The  time  of  the  annual  elections  of  directors,  and  the 
mode  and  manner  of  giving  notice  thereof; 

5.  The  duties  and  compensation  of  officers; 

6.  The  manner  of  election,  and  the  terms  of  office  of  all 
officers  other  than  the  directors,  and 

7.  Suitable  penalties  for  violation  of  by-laws,  not  exceeding, 
in  any  case,  one  hundred  dollars  for  any  one  offense. 

15.  By-laws  to  be  recorded.  How  amended. — 2591. 
All  by-laws  adopted  must  be  certified  by  a  majority  of  the  di- 
rectors and  the  secretary  of  the  corporation,  and  copied  in  a 
legible  hand  in  some  book  kept  in  the  principal  office  of  the 
corporation  in  this  State,  to  be  known  as  the  ' '  Book  of  By- 
Laws,"  and  no  by-law  shall  take  effect  until  so  copied,  and  the 
book  shall  be  open  to  the  inspection  of  the  public  during  office 
hours  of  each  day,  except  holidays.  The  by-laws  may  be  repealed 
or  amended,  or  new  by-laws  may  be  adopted,  at  the  annual 
meeting  of  the  stockholders  or  members  called  for  that  purpose 
by  the  directors,  by  a  vote  representing  ....  two-thirds  of 
the  members  when  there  is  no  capital  stock,  or  the  power  to 
repeal  and  amend  the  by-laws,  and  adopt  new  by-laws,  may,  by 
a  similar  vote  at  any  such  meeting,  be  delegated  to  the  board 
of  directors.  This  power,  when  so  delegated,  may  be  revoked 
by  a  similar  vote  at  any  regular  meeting  of  the  stockholders  or 
members.  Whenever  any  amendment  or  new  by-law  is  adopted 
it  shall  be  copied  in  the  book  of  by-laws  with  the  original  by- 
laws, and  immediately  after  them,  and  shall  not  take  effect 
until  so  copied.  If  any  by-law  be  repealed,  the  fact  of  repeal, 
with  the  date  of  the  meeting  at  which  the  repeal  was  enacted, 
must  be  stated  in  the  said  book,  and  until  so  stated  the  repeal 
must  not  take  effect. 

16.  Directors,  how  elected,  and  who  to  be. — 2592.  The 
corporate  powers,  business  and  property  of  all  corporations 
formed  under  this  title  must  be  exercised,  conducted  and  con- 
trolled by  a  board  ....  to  be  elected  ....  from  among  the 
members  of  such  corporation.*  A  majority  of  the  directors 
must  be,  in  all  cases,  citizens  and  actual  dona  fide  residents 
within  this  State.  Directors  of  all  other  corporations  must  be 
members  thereof.     Unless  a  majority  is  present  and  acting,  no 

*  For  number  of  directors  see  Sec.  2760,  p.  84. 


Idaho.  79 

business  performed  or  act  done  by  the  board  of  directors  is 
valid  as  against  the  corporation.  Whenever  a  vacancy  occurs 
in  the  office  of  directors,  unless  otherwise  provided  by  the  by- 
laws, such  vacancy  must  be  filled  by  the  board. 

17.  Directors  to  be  elected  at  first  meeting.— 2593.  At 
the  first  meeting  at  which  the  by-laws  are  adopted,  or  at  such 
subsequent  meeting  as  may  then  be  designated,  directors  must 
be  elected,  to  hold  their  offices  for  one  year,  and  until  their  suc- 
cessors are  elected  and  qualified. 

18.  Directors,  election  of,  to  be  by  ballot. — 2594.  All 
elections  of  directors  must  be  by  ballot,  and  a  vote  ....  of  a 
majority  of  the  members,  if  there  be  no  capital  stock,  is  neces- 
sary to  a  choice. 

19.  Directors,  oflBcers  of,  duties,  and  quorum. — 2595. 
Immediately  after  their  election,  the  directors  must  organize  by 
the  election  of  a  president,  who  must  be  one  of  their  number,  a 
secretary  and  a  treasurer.  They  must  perform  the  duties  en- 
joined on  them  by  law  and  by  the  by-laws  of  the  corporation. 
A  majority  of  the  directors  is  a  sufficient  number  to  form  a 
board  for  the  transaction  of  business,  and  every  decision  of  a 
majority  of  the  directors  forming  such  board,  made  when  duly 
assembled,  is  a  valid  corporate  act,  as  though  made  by  a  ma- 
jority of  all  the  directors  of  the  corporation. 

20.  Directors,  how  removed  from  oflBce. — 2597.  No 
director  can  be  removed  from  office  unless  by  a  vote  ....  of 
two-thirds  of  the  members,  when  there  is  no  capital  stock,  at  a 
general  meeting  held  after  previous  notice  of  the  time  and  place, 
and  of  intention  to  propose  such  removal.  Meetings  of  stock- 
holders or  members  for  this  purpose  may  be  called  by  the  presi- 
dent, or  by  a  majority  of  the  directors,  or  by  members  or  stock- 
holders holding  at  least  one-half  of  the  votes?  Such  calls  must 
be  in  writing  and  addressed  to  the  secretary,  who  must  there- 
upon give  notice  of  the  time,  place  and  object  of  the  meeting, 
and  by  whose  order  it  is  called.  If  the  secretary  refuses  to  give 
the  notice,  or  if  there  is  none,  the  call  may  be  addressed  directly 
to  the  members  or  stockholders,  and  be  served  as  a  notice,  in 
which  case  it  must  specify  the  time  and  place  of  meeting.  The 
notice  must  be  given  in  the  manner  provided  in  section  2588  of 
this  title,  unless  other  express  provision  has  been  made  therefor 
in  the  by-laws.  In  case  of  removal,  the  vacancy  may  be  filled 
by  election  at  the  same  meeting. 


8o  Religious  Corporations. 

21.  Justice  of  peace  may  order  meeting. — 259S.  When- 
ever, from  any  cause,  there  is  no  person  authorized  to  call  or  to 
preside  at  a  meeting  of  a  corporation,  any  justice  of  the  peace 
of  the  county  where  such  corporation  is  established,  may,  on 
written  application  of  three  or  more  of  the  stockholders,  or  of 
the  members  thereof,  issue  a  warrant  to  one  of  the  stockholders 
or  members,  directing  him  to  call  a  meeting  of  the  corporation, 
by  giving  the  notice  required,  and  the  justice  may  in  the  same 
warrant  direct  such  person  to  preside  at  such  meeting  until  a 
secretary  is  chosen  and  qualified,  if  there  is  no  officer  present 
legally  authorized  to  preside  thereat. 

22.  Majority  must  be  represented. — 2599.  At  all  elec- 
tions or  votes  had  for  any  purpose,  there  must  be  a  majority  of 
the  subscribed  capital  stock,  or  of  the  members,  when  there  is 
no  capital  stock,  represented  either  in  person,  or  by  proxy,  in 
writing.     Every  person  acting  therein  in  person,  or  by  proxy, 

or  by  representative,  must  be  a  member  thereof Any 

vote  or  election  had  otherwise  than  in  accordance  with  the  pro- 
visions of  this  title,  is  voidable  at  the  instance  of  absent  stock- 
holders or  members,  and  may  be  set  aside  by  petition  to  the 
district  court  of  the  county  where  the  same  was  held  or  to  the 
judge  of  said  court  at  his  chambers.  Any  regular  or  call[ed] 
meeting  of  the  stockholders  or  members  may  adjourn  from  day 
to  day,  or  from  time  to  time,  if  from  any  reason  there  is  not 
present  a  majority  of  the  subscribed  stock  or  members,  or  no 
election  or  majority  vote  had.  Such  adjournment  and  reasons 
thereof  being  recorded  in  the  journal  of  proceedings  of  the 
board  of  directors. 

23.  Election  postponed. — 2601.  If  from  any  cause  an 
election  does  not  take  place  on  the  day  appointed  in  the  by-law, 
it  may  be  held  on  any  day  thereafter,  as  may  be  provided  for  in 
such  by-laws,  or  to  which  such  election  may  be  adjourned  or 
ordered  by  the  directors.  If  an  election  has  not  been  held  at 
the  appointed  time,  and  no  adjourned  or  other  meeting  for  the 
purpose  has  been  ordered,  a  meeting  may  be  called  by  the  stock- 
holders, as  provided  in  section  2597  of  this  title. 

24.  Complaints  regarding  elections. — 2602.  Upon  the 
application  of  any  person,  or  body  corporate,  aggrieved  by  any 
election  held  by  any  corporate  body,  or  any  proceedings  relat- 
ing to  any  such  election,  the  district  judge  of  the  district  in 
which  such  election  is  held,  must  proceed  forthwith  summarily 


Idaho.  8i 

to  hear  the  allegations  and  proofs  of  the  parties,  or  otherwise 
inquire  into  the  matters  of  complaint,  and  thereupon  confirm 
the  election,  order  a  new  one,  or  direct  such  other  relief  in  the 
premises  as  accords  with  right  and  justice.  Before  the  proceed- 
ings are  had  under  this  section,  five  days'  notice  thereof  must 
be  given  to  the  adverse  party,  or  to  those  to  be  affected  thereby, 
if  found  within  the  State. 

25.  Meetings  by  unanimous  consent. — 2604.  When  all 
the  stockholders  or  members  of  a  corporation  are  present  at  any 
meeting,  however  called  or  notified,  and  sign  a  written  consent 
thereto  on  the  record  of  such  meeting,  the  doings  of  such  meet- 
ing are  as  valid  as  if  at  a  meeting  legally  called  and  notified. 

26.  Proceedings  of  consent  meetings  binding. — 2605. 
The  stockholders  or  members  of  such  corporation,  when  so  as- 
sembled, may  elect  officers  to  fill  all  vacancies  then  existing, 
and  may  act  upon  such  other  business  as  might  lawfully  be 
transacted  at  regular  meetings  of  the  corporation. 

27.  Meetings,  where  to  be  held. — 2606.  The  meetings 
of  the  stockholders,  members  and  board  of  directors  of  a  corpo- 
ration must  be  held  at  its  office,  or  principal  place  of  business, 

28.  Meetings  of  directors,  how  called  when  no  pro- 
vision.— 2607.  When  no  provision  is  made  in  the  by-laws  for 
regular  meetings  of  the  directors,  and  the  mode  of  calling  spe- 
cial meetings,  all  meetings  must  be  called  by  special  notice  in 
writing,  to  be  given  by  the  secretary  to  each  director,  if  within 
the  State,  on  the  order  of  the  president,  or  if  there  be  none,  on 
the  order  of  two  directors. 

29.  Members  liable  for  proportion  of  debts. — 2609. 
....  In  corporations  having  no  capital  stock,  each  member  is 
individually  and  personally  liable  for  his  proportion  of  its  debts 
and  liabilities,  and  similar  actions  may  be  brought  against  him, 
either  alone  or  jointly  with  other  members,  to  enforce  such  lia- 
bility as  by  this  section  may  be  brought  against  one  or  more 
stockholders,  and  similar  jiidgments  may  be  rendered 

30.  Powers. — 2633.  Every  corporation,  as  such,  has 
power : 

1.  Of  succession,  by  its  corporate  name,  for  the  period 
limited;  and  when  no  period  is  limited,  perpetually; 

2.  To  sue  and  be  sued,  in  any  court,  as  a  natural  person 
may; 


82  Religious  Corporations. 

3.  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure ; 

4.  To  purchase,  hold  and  convey  such  real  and  personal 
estate  as  the  purposes  of  the  corporation  may  require,  not  ex- 
ceeding the  amount  limited  by  this  title ; 

5.  To  appoint  such  subordinate  officers  or  agents  as  the 
business  of  the  coiporation  may  require,  and  to  allow  them  suit- 
able compensation; 

6.  To  make  by-laws  not  inconsistent  with  any  existing  law, 
for  the  management  of  its  business  and  property,  the  regulation 
of  its  affairs,  and  for  the  transfer  of  its  stock ; 

7.  To  admit  stockholders  or  members,  and  to  sell  their 
stock  or  shares  for  the  payment  of  assessments  or  install- 
ments. 

8.  To  enter  into  any  contracts  or  obligations  essential,  nec- 
essary or  proper  to  the  transaction  of  its  ordinary  affairs,  or  for 
the  purposes  of  the  corporation. 

31.  Misnomer  does  not  invalidate. — 2635.  The  mis- 
nomer of  a  corporation  in  any  written  instrument  does  not  in- 
validate the  instrument,  if  it  can  be  reasonably  ascertained  from 
it  what  corporation  is  intended. 

32.  Must  organize  within  one  year.  Legality  of  cor- 
poration, how  ascertained. — 2636.  If  a  corporation  does  not 
organize  and  commence  the  transaction  of  its  business  or  the 
construction  of  its  works  within  one  year  from  the  date  of  its 
incorporation  its  corporate  powers  cease.  The  due  incorpora- 
tion of  any  company,  claiming  in  good  faith  to  be  a  corporation 
under  this  title,  and  doing  business  as  such,  or  its  right  to  exer- 
cise corporate  powers,  shall  not  be  inquired  into,  collaterally, 
in  any  private  suit  to  which  such  de  facto  corporation  may  be  a 
party;  but  such  inquiry  may  be  had  at  the  suit  of  The  People 
of  the  State,  on  the  information  of  the  district  attorney  of  the 
county  of  the  principal  place  of  business  of  the  corporation. 

33.  Acquisition  of  real  property. — 2638.  No  corpora- 
tion must  acquire  or  hold  any  more  real  property  than  may  be 
reasonably  necessary  for  the  transaction  of  its  business,  or  the 
construction  of  its  works,  except  such  right  of  way  or  other 
property  as  it  may  acquire  under  the  laws  of  Congress,  or  as 
may  be  otherwise  specially  provided.  A  corporation  may  ac- 
quire real  property  as  provided  in  the  Code  of  Civil  procedure, 
when  needed  for  any  of  the  uses  and  purposes  there  mentioned. 


Idaho.  83 

34.  Right  of  repeal  reserved. — 2641.  The  Legislature 
may  at  any  time  amend  or  repeal  this  title  or  any  chapter, 
article  or  section  thereof,  and  dissolve  all  corporations  created 
thereunder;  but  such  amendment  or  repeal  does  not,  nor  does 
the  dissolution  of  any  such  corporation  take  away  or  impair  any 
remedy  given  against  any  such  corporation,  its  stockholders  or 
officers,  for  any  liability  which  has  been  previously  incurred. 

35.  On  dissolution,  directors  as  trustees  for  creditors. 

— 2648.  Unless  other  persons  are  appointed  by  the  court,  the 
directors  or  managers  of  the  affairs  of  such  corporation  at  the 
time  of  its  dissolution  are  trustees  of  the  creditors  and  stock- 
holders, or  member,  of  the  corporation  dissolved,  and  have  full 
power  to  settle  the  affairs  of  the  corporation. 

36.  Charter,  how  extended. — 2649.  Every  corporation 
formed  for  a  period  less  than  fifty  years  may,  at  any  time  prior 
to  the  term  of  its  corporate  existence,  extend  such  term  to  a 
period  not  exceeding  fifty  years  from  its  formation.  Such  ex- 
tension may  be  made  at  any  meeting  of  the  stockholders  or 
members  called  by  the  directors  expressly  for  considering  the 
subject,  if  voted  by  ...  .  two-thirds  of  the  members ;  or  may 
be  made  upon  the  written  assent  of  that  number  of  stockholders 
or  members.  A  certificate  of  the  proceedings  of  the  meeting 
upon  such  vote,  or  upon  such  assent,  must  be  signed  by  the 
chairman  and  secretary  of  the  meeting  of  a  majority  of  the  di- 
rectors and  be  filed  in  the  office  of  the  county  recorder,  where 
the  original  articles  of  incorporation  were  filed,  and  a  certified 
copy  thereof  in  the  office  of  the  secretary  of  the  State,  and 
thereupon  the  term  of  the  corporation  shall  be  extended  for  the 
specified  period. 

37.  Existing  corporations  may  continue. — 2650.  Any 
existing  corporation  formed  under  any  law  of  this  State  may 
continue  under  this  chapter,  or  under  the  provisions  of  any  sub- 
sequent chapter  particularly  applicable  thereto,  by  the  unani- 
mous vote  of  all  its  directors,  or  its  election  so  to  continue  may 
be  made  at  any  annual  meeting  of  the  stockholders,  or  mem- 
bers or  at  any  meeting  called  by  the  directors  expressly  for  con- 
sidering the  subject,  if  voted  by  ....  a  majority  of  the  mem- 
bers, or  may  be  made  by  the  directors  upon  the  written  consent 
of  that  number  of  such  stockholders  or  members.  A  certificate 
of  the  action  of  the  directors,  signed  by  them  and  their  secre- 
tary, when  the  election  is  made  by  their  unanimous  vote  or 


84  Religious  Corporations. 

upon  the  written  consent  of  the  stockholders  or  members,  or  a 
certificate  of  the  proceedings  of  the  meeting  of  the  stock- 
holders or  members,  where  such  an  election  is  made  at  any  such 
meeting  signed  by  the  chairman  and  secretary  of  the  meeting 
and  a  majority  of  the  directors,  must  be  filed  in  the  office  of  the 
recorder  of  the  county  where  the  original  articles  of  incorpora- 
tion are  filed,  and  a  certified  copy  thereof  must  be  filed  in  the 
office  of  the  secretary  of  the  State,  and  thereafter  the  corpora- 
tion must  continue  its  existence  under  the  provisions  of  this 
title,  which  are  applicable  thereto;  and  must  possess  all  the 
rights  and  powers,  and  be  subject  to  all  the  obligations,  restric- 
tions and  limitations  prescribed  thereby. 

38.  Existing  corporations  not  affected. — 2651.  No 
corporation  formed  or  existing  before  twelve  o'clock,  noon,  of 
the  day  upon  which  this  title  takes  effect,  is  e[a]ffected  by  the 
provisions  of  this  title  imless  such  corporation  elects  to  continue 
its  existence  under  it  as  provided  in  the  last  section,  but  the 
laws  under  which  such  corporations  were  formed  and  exist  are 
applicable  to  all  such  corporations,  and  are  repealed  subject  to 
the  provisions  of  this  section. 

39.  Chapter  I.    applicable  to  every   corporation. — 

2652.  The  provisions  of  this  chapter  are  applicable  to  every 
corporation,  unless  such  corporation  is  exempted  from  its 
operation,  or  unless  a  special  provision  is  made  in  relation 
thereto  inconsistent  with  some  provision  in  this  chapter,  in 
which  case  the  special  provision  prevails.  [In  effect  June  i, 
1887.] 

Chapter  VIII.    Religious,   Social    and    Benevolent  Corpo- 
rations. 

40.  How  incorporated. — 2760.  Any  number  of  persons 
associated  together  for  any  purpose,  where  pecimiary  profit  is 
not  their  object,  may,  in  accordance  with  the  rules,  regulations 
or  discipline  of  such  association,  elect  directors,  the  number 
thereof  to  be  not  less  than  three  nor  more  than  eleven,  and  may 
incorporate  themselves  as  provided  in  this  title.* 

41.  Articles,  additional  facts.f— 2761.  In  addition  to 
the  requirements  of  Chapter  I,  the  articles  of  incorporation  of 
any  such  association  must  set  forth  the  holding  of  the  election 

*  See  No.  3,  etc.,  Sections  2576  seq.,  p.  75.  t  See  No.  6,  Section  2579,  p.  76. 


Idaho.  85 

for  directors,  the  time  and  place  where  the  same  was  held,  that 
a  majority  of  the  members  of  such  association  were  present  and 
voted  at  such  election,  and  the  result  thereof ;  which  facts  must 
be  verified  by  the  officers  conducting  the  election. 

42.  Corporation  to  hold  property.  Limit  on  real 
estate. — 2762.  Alf  such  corporations  may  hold  all  the  prop- 
erty of  the  association  owned  prior  to  incorporation  or  acquired 
thereafter  in  any  manner,  and  transact  all  business  relative 
thereto ;  but  no  such  corporation  must  own  or  hold  more  real 
estate  than  may  be  necessary  for  the  business  and  objects  of 
the  association. 

43.  Real  estate,  how  mortgaged  or  sold. — 2764.  Cor- 
porations of  the  character  mentioned  in  this  chapter,  may 
mortg-age  or  sell  real  property  held  by  them  upon  obtaining  an 
order  for  that  purpose  from  the  district  court  held  in  the  county 
in  which  the  property  is  situated.  Before  making  the  order, 
proof  must  be  made  to  the  satisfaction  of  the  court  that  notice 
of  the  application  for  leave  to  mortgage  or  sell  has  been  given 
by  publication  in  such  manner  and  for  such  time  as  the  court 
or  judge  has  directed,  and  that  it  is  for  the  interest  of  the  cor- 
poration that  leave  should  be  granted  as  prayed  for.  The  appli- 
cation must  be  made  by  petition,  and  any  member  of  the  cor- 
poration may  oppose  the  granting  the  order  of  it  by  affidavit  or 
otherwise. 

44.  By-laws,  additional  provisions.* — 2765.  Corpo- 
rations organized  for  purposes  other  than  for  profit  may  in  their 
by-laws,  ordinances,  constitutions,  or  articles  of  incorporation, 
in  addition  to  the  provisions  in  Chapter  I,  provide  for : 

1.  The  qualifications  of  members,  mode  of  election,  and 
terms  of  admission  to  membership; 

2.  The  fees  of  admission  and  dues  to  be  paid  to  their  treas- 
ury by  members; 

3.  The  expulsion  and  suspension  of  members  for  miscon- 
duct or  non-payment  of  dues;  also  for  restoration  to  member- 
ship; 

4.  Contracting,  securing,  paying  and  limiting  the  amount 
of  their  indebtedness ; 

5.  Other  regulations  not  repugnant  to  the  laws  of  the  State 
and  consonant  with  the  objects  of  the  corporation. 

*  See  No.  14,  Section  2590,  p.  77. 


86  Religious  Corporations. 

Title  VI.     Voluntary  Dissolution  of  Corporations. 

45.  How  dissolved. — 5185.  A  corporation  maybe  dis- 
solved by  the  district  court  of  the  county  where  its  office  or 
principal  place  of  business  is  situated,  upon  its  voluntary  appli- 
cation for  that  purpose. 

46.  Application,  what  to  contain.— 5186.  The  appli- 
cation must  be  in  writing  and  set  forth : 

1.  That  at  a  meeting  of  the  stockholders  or  members  called 
for  that  purpose,  the  dissolution  of  the  corporation  was  resolved 
upon  by  a  two-thirds  vote  of  all  the  stockholders  or  members; 

2.  That  all  claims  and  demands  against  the  corporation 
have  been  satisfied  and  discharged. 

47.  Application,  how  signed.— 5187.  The  application 
must  be  signed  by  a  majority  of  the  board  of  trustees,  directors, 
or  other  officers  having  the  management  of  the  affairs  of  the 
corporation,  and  must  be  verified  in  the  same  manner  as  a  com- 
plaint in  a  civil  action. 

48.  Filing  application.  Notice.— 5188.  If  the  judge  is 
satisfied  that  the  application  is  in  conformity  with  this  title,  he 
must  order  it  to  be  filed  with  the  clerk,  and  that  the  clerk  give 
not  less  than  thirty  days'  notice  of  the  application,  by  publica- 
tion in  some  newspaper  published  in  the  county,  and  if  there 
are  none  such,  then  by  advertisements  posted  up  in  three  of  the 
principal  public  places  in  the  county. 

49.  Objections. — 5189.  At  any  time  before  the  expiration 
of  the  time  of  publication,  any  person  may  file  his  objections  to 
the  application. 

50.  Hearing. — 5190-  After  the  time  of  publication  has 
expired,  the  court  may,  upon  five  days'  notice  to  the  persons 
who  have  filed  objections,  or  without  further  notice,  if  no  objec- 
tions have  been  filed,  proceed  to  hear  and  determine  the  appli- 
cation ;  and  if  all  the  statements  herein  made  are  shown  to  be 
true,  he  must  declare  the  corporation  dissolved. 

51.  Judgment  roll.  Appeal.— 5 191.  The  application, 
notices,  and  proofs  of  publication,  objections  (if  any),  and  decla- 
ration of  dissolution,  constitute  the  judgment  roll,  and  from  the 
judgment  an  appeal  may  be  taken  as  from  judgments  of  the 
county  courts. 


ILLINOIS. 

CONSTITUTION.     Article  XL 
[In  effect,  Aug.  8,  1870.] 

1.  General  laws  to  be  passed. — i.  No  corporation  shall 
be  created  by  special  laws,  or  its  charter  extended,  changed  or 
amended,  except  those  for  charitable,  educational,  penal  or  re- 
formatory purposes,  which  are  to  be  and  remain  under  the 
patronage  and  control  of  the  State,  but  the  General  Assembly 
shall  provide,  by  general  laws,  for  the  organization  of  all  cor- 
porations hereafter  to  be  created. 


REVISED  STATUTES,  1892. 

Chap.  XXXII.   Corporations. 

Religious  Corporations. 

2.  How  incorporated. — 35.  The  foregoing*  provisions 
shall  not  apply  to  any  religious  corporations;  but  any  church, 
congregation  or  society  formed  for  the  purpose  of  religious  wor- 
ship, may  become  incorporated  in  the  manner  following,  to  wit : 
By  electing  or  appointing,  according  to  its  usages  or  customs,  at 
any  meeting  held  for  that  purpose,  two  or  more  of  its  members 
as  trustees,  wardens  and  vestrymen  (or  such  other  officers  whose 
powers  and  duties  are  similar  to  those  of  trustees,  as  shall  be 
agreeable  to  the  usages  and  customs,  rules  or  regulations  of 
such  congregation,  church  or  society),  and  may  adopt  a  corpo- 
rate name;  and  upon  the  filing  of  the  affidavit,  as  hereinafter 
provided,  it  shall  be  and  remain  a  body  politic  and  corporate,  by 
the  name  so  adopted. 

3.  Form  and  efifect  of  affidavit. — 36.  The  chairman  or 
secretary  of  such  ineeting  shall,  as  soon  as  may  be  after  such 
meeting,  make  and  file  in  the  office  of  the  recorder  of  deeds  in 

*  The  provisions  referred  to  apply  only  to  business  corporations,  and  include  the  pro- 
visions for  the  dissolution  of  corporations. 

(S7) 


88  Religious  Corporations. 

the  county  in  which  such  congregation,  church  or  society  is  or- 
ganized (which  shall  be  recorded  by  such  recorder)  an  affidavit, 
substantially  in  the  following  form : 

State  of  Illinois,  ( 


Count 


v1 


I, -,  do  solemnly  swear  (or  affirm,  as  the  case  may 

be)  that  at  a  meeting  of  the  members  of  the  (here  insert  the 
name  of  the  church,  society  or  congregation,  as  known  before 
incorporation,)  held  at  (here  insert  place  of  meeting,)  in   the 

county  of   ,    and   State   of  Illinois,   on   the  day  of 

,  A.D.  1 8 — ,  for  that  purpose,  the  following  persons  were 

elected  (or  appointed)  (here  insert  their  names)  trustees,  (or 
wardens,  vestrymen  or  officers  by  whatever  name  they  choose 
to  adopt,  with  powers  and  duties  similar  to  trustees,)  according 
to  the  rules  and  usages  of  such  (church,  society  or  congrega- 
tion). And  said  (church,  society  or  congregation)  adopted  as 
its  corporate  name  (here  insert  the  name).  And  at  said  meet- 
ing this  affiant  acted  as  (chairman  or  secretary,  as  the  case 
may  be). 
Subscribed  and  sworn  to  before  me,  \ , 

this  —  day  of ,  A.D.  i8— ,  f  (Name  of  affiant.) 


Such  affidavit,  or  a  copy  thereof  duly  certified  by  the 
recorder,  shall  be  received  as  evidence  of  the  due  incorporation 
of  such  congregation,  church  or  society. 

4.  Trustees,  term  of  office. — 37.  The  term  of  office  of 
the  trustees  of  any  such  corporation  may  be  determined  by  the 
rules  or  by-laws  of  the  congregation,  church  or  society. 

5.  Trustees,  failure  to  elect  does  not  dissolve. — 38. 

A  failure  to  elect  trustees  at  any  time  shall  not  work  a  dissolu- 
tion of  such  corporation,  but  the  trustees  last  elected  shall  be 
considered  as  in  office  until  their  successors  are  elected. 

6.  Trustees.    Subsequent  elections.    Vacancies.— 39- 

All  elections  of  trustees  after  the  first,  and  elections  to  fill  vacan- 
cies, may  be  called  and  conducted  upon  such  notice  and  in  such 
manner  as  may  be  provided  by  the  rules,  usages  or  by-laws  of 
the  congregation,  church  or  society,  but  the  qualification  and 
number  of  the  trustees  shall,  at  all  times,  be  the  same  as  re- 
quired in  the  thirty-fifth  section  of  this  act.  No  certificate  of 
election,  after  the  first,  need  be  filed  for  record. 


Illinois.  89 

7.  Trustees,  removal  of. — 40.  A  trustee  may  be  removed 
from  office  by  an  election,  called  and  conducted  in  like  manner 
as  elections  for  trustees,  or  his  office  declared  vacant  for  a  fail- 
ure to  act,  immoral  conduct,  or  for  an  abandonment  of  the  faith 
of  the  congregation,  church  or  society. 

8.  Property  vested  in  congregation.— 41.  Upon  the 
incorporation  of  any  congregation,  church  or  society,  all  real 
and  personal  property  held  by  any  person  or  trustees  for  the 
use  of  the  members  thereof,  shall  immediately  vest  in  such  cor- 
poration, and  be  subject  to  its  control,  and  may  be  used,  mort- 
gaged, sold  and  conveyed  the  same  as  if  it  had  been  conveyed 
to  such  corporation  by  deed;  but  no  such  conveyance  or  mort- 
gage shall  be  made  so  as  to  affect  or  destroy  the  intent  or  effect 
of  any  grant,  devise  or  donation  that  may  be  made  to  such 
person  or  trustee  for  the  use  of  such  congregation,  church  or 
society. 

9.  Real  estate,  limit  on.— 42.  Any  corporation  that  may 
be  formed  for  religious  purposes  under  this  act,  or  imder  any 
law  of  this  State,'  for  the  incorporation  of  religious  societies, 
may  receive,  by  gift,  devise  or  purchase,  land,  not  exceeding  in 
quantity  twenty  (20)  acres,  and  may  erect  or  build  thereon  such 
houses,  buildings  or  other  improvements  as  it  may  deem  neces- 
sary for  the  convenience  and  comfort  of  such  congregation, 
church  or  society,  and  may  lay  out  and  maintain  thereon  a 
burying-ground ;  Provided,  That  only  ten  acres  of  such  land 
shall  be  exempt  from  assessment  for  taxation,  and  that  all  such 
land  in  excess  of  ten  acres  shall  be  assessed  at  the  same  valuation 
as  if  it  were  not  a  part  of  a  cemetery ;  but  no  such  property 
shall  be  used  except  in  the  manner  expressed  in  the  gift,  grant 
or  devise,  or  if  no  use  or  trust  is  so  expressed,  except  for  the 
benefit  of  the  corporation,  church  or  society  for  which  it  was 
intended.    [As  amended  in  18S9.] 

10.  Trustees,  powers  of.— 43-  The  trustees  shall  have 
the  care,  custody  and  control  of  the  real  and  personal  property 
of  the  corporation,  subject  to  the  direction  of  the  congregation, 
church  or  society,  and  may,  when  directed  by  the  congregation, 
church,  or  society,  erect  house's  or  buildings  and  improvements, 
and  repair  and  alter  the  same,  and  may,  when  so  directed,  mort- 
gage, incumber,  sell,  and  convey  any  real  or  personal  estate  of 
such  corporation,  and  enter  into  all  lawful  contracts  in  the  name 
of  and  in  behalf  of  such  corporation ;  Provided,  That  no  mort- 


90  Religious  Corporations. 

gage,  incumbrance,  sale  or  conveyance  shall  be  made  of  any 
such  estate,  so  as  to  defeat  or  destroy  the  effect  of  any  gift, 
grant,  devise  or  bequest  which  may  be  made  to  such  corpora- 
tion ;  but  all  such  gifts,  grants,  devises  and  bequests  shall  be  ap- 
propriated and  used  as  directed  or  intended  by  the  person  or 
persons  making  the  same. 

11.  Existing  societies  may  incorporate. — 44.  Any  con- 
gregation, church  or  society,  heretofore  incorporated  under  the 
provisions  of  any  law  for  the  incorporation  of  religious  socie- 
ties, may  become  incorporated  under  the  provisions  of  this  act, 
relative  to  religious  societies,  in  the  same  manner  as  if  it  had 
not  previously  been  incorporated,  in  which  case  the  new  corpo- 
ration shall  be  entitled  (to)  and  invested  with  all  the  real  and 
personal  estate  of  the  old  corporation,  in  like  manner  and  to  the 
same  extent  as  the  old  corporation,  subject  to  all  the  debts,  con- 
tracts, and  liabilities.  The  word  trustees,  wherever  used  in  this 
act,  shall  be  construed  to  include  wardens  and  vestrymen,  or 
such  other  officers  as  perform  the  duties  of  trustees. 

12.  Camp  meeting  grounds  may  be  acquired. — 45- 

Any  congregation,  church  or  society,  incorporated  luider  this 
act,  may  receive,  by  grant,  devise  or  bequest,  real  estate,  not 
exceeding  forty  acres,  for  the  purpose  of  holding  camp  meet- 
ings, and  may  put  such  improvements  thereon  as  they  may 
deem  for  their  comfort  and  convenience.  The  title  to  such  real 
estate  shall  be  in  such  corporation,  subject  to  like  conditions  as 
are  provided  in  this  act  in  regard  to  other  real  estate  held  by 
such  corporation. 

13.  Books,  etc.,  right  to  publish.— 46.  The  trustees, 
or  any  other  persons  designated  by  such  congregation,  church 
or  society  incorporated  under  this  act,  shall  have  power  to  pub- 
lish, print,  circulate,  sell  or  give  away  such  religious,  Sabbath- 
school  and  missionary  tracts,  periodicals  or  books  as  they  may 
deem  necessary  to  the  promotion  of  religion  and  morality. 

14.  Property,  right  to   limit  amount  reserved.— 47- 

This  act  is  subject  to  any  limitation  or  modification  which  may 
be  hereafter  enacted  by  general  law,  as  to  the  amount  of  real 
estate  and  personal  property  to  be  held  by  the  corporations 
respectively  provided  for  herein  for  religious  purposes. 

15.  New  corporations  to  be  formed  only  under  this 
act. — 48.     No   corporation,    association    or    society    for    any 


Illinois.  91 

purpose  authorized  by  this  act  shall  be  formed  under  any 
other  act. 

16.  Existing  corporations  not  affected  by  repeal. — 

49.  All  acts  or  parts  of  acts  in  conflict  with  the  provisions  of 
this  act  are  hereby  repealed ;  Provided,  That  the  repeal  of  said 
acts  shall  not  affect  any  corporations  existing  under  any  such 
acts,  or  any  rights  or  liabilities  that  may  have  accrued  when 
this  act  shall  take  effect ;  but  such  rights  and  liabilities  shall 
remain  as  though  this  act  had  not  been  passed. 

Particular  Denominations. 

17.  The  following  acts  have  not  been  repealed  by  title  and 
name: 

Catholic  Church  Act,  Laws,  1845,  p.  321. 
Catholic  Church  Act,  Laws,  1869,  p.  67. 
Protestant  Episcopal  Churches,  Laws,  1853,  p.  482. 
See,  however.  Sec.  48,  p.  88. 

By  Act  of  March  5,  1895,  bishops,  overseers,  and  presiding 
elders  of  any  church  may  become  corporations  sole. 


INDIAN  TERRITORY. 


There  are  no  local  laws  for  the  organization  and  govern- 
ment of  corporations  in  this  Territory  as  a  whole.  The  sev- 
eral Indian  Nations  have  tribal  laws  for  the  organization  of 
corporations,  but  not  for  their  government.  For  United  States 
Laws,  see  Arizona,  p.  5. 


INDIANA. 


CONSTITUTION.    Article  XI. 

[In  effect,   Nov.  i,  185 1.] 

1.  General  laws  to  be  passed. — 13.  Corporations, 
other  than  banking,  shall  not  be  created  by  special  act,  but  may- 
be formed  under  general  laws. 


STATUTES,  1894. 
Chap.  XXI.     Corporations  Generally. 

2.  Order  of  court  as  evidence. — 3423.  When  the  steps 
necessary  to  an  organization  of  a  corporation,  municipal  or  pri- 
vate, under  any  general  law,  have  been  completed,  a  statement 
thereof  may  be  filed  in  the  office  of  the  clerk  of  the  circuit 
court  of  the  proper  county ;  and  such  court,  at  its  next  term 
thereafter,  shall,  on  proof  of  such  organization,  cause  to  be 
entered  of  record,  in  the  order  book,  an  order  declaring  the 
existence  of  such  corporation;  and  such  order  shall  be  conclu- 
sive as  to  the  fact  of  such  existence  at  the  date  which  such 
court  may  fix  in  such  order.      [In  force.  May  6,  1853.] 

3.  Articles  to  be  filed  with  secretary  of  state. — 3424- 
That  all  persons,  companies,  corporations  and  associations 
hereafter  desiring  to  incorporate  under  the  laws  of  the  State  of 
Indiana,  and  who  are  not  now  required  by  law  to  do  so,  shall 
be  and  are  hereby  required  to  file  with  the  secretary  of  State 
certified  copies  or  duplicates  of  their  articles  of  incorporation 
or  association,  and  no  such  corporation  or  association  shall  be 
deemed  and  held  to  be  legally  incorporated  until  the  provi- 
sions of  this  act  shall  have  been  complied  with.  [In  force, 
Mar.  9,  1891.] 

4.  To  continue  after  dissolution.*— 3429-  All  corpora- 
tions whose  charters  shall  expire  by  limitation,  forfeiture,  or 

*  See  No  54,  Sec.  5029,  p.  103. 

(92) 


Indiana.  93 

otherwise,  shall,  nevertheless,  be  continued  bodies  corporate 
for  three  years  after  the  time  they  would  have  been  so  dis- 
solved, for  the  purpose  of  prosecuting  and  defending  suits  to 
which  they  are  a  party,  and  to  enable  them  to  settle,  dispose 
of,  and  convey  their  property,  and  divide  the  capital  stock,  but 
not  to  continue  the  business  for  which  such  corporations  were 
established.     [In  force,  May  6,  1853.] 

Chap.   XXVI.      Corporations — Associations. 
Art.  IX.     Voluntary. 
[Statutes,  1 88 1,  p.  712.] 

5.  How  incorporated.  Articles. — 4583.  That  any  num- 
ber of  persons  may  voluntarily  associate  themselves  by  written 
articles,  to  be  signed  by  each  person  who  may  be  a  member  at 
the  time  of  organization,  specifying  the  objects  of  the  same,  the 
corporate  name  they  may  adopt  to  designate  such  objects  pursu- 
ant to  this  act,  the  naine  and  place  of  residence  of  each  member 
or  stockholder,  with  an  impression  and  description  of  the  corpo- 
rate seal,  and  in  what  manner  persons  shall  be  appointed  or 
elected  to  manage  the  business  and  prudential  concerns  of  any 
such  association  that  may  have  been  or  shall  hereafter  be  formed 
for  either  of  the  following  purposes :  .   .    .   . 

5 To  organize  churches,  conferences,  and  religious 

societies 

6.  Articles,  where  filed.  Evidence. — 4584.  Every 
svich  association  shall  file  their  articles  in  the  recorder's  office 
of  the  cotmty  in  which  such  associations  may  be  formed,  and 
upon  the  expense  of  filing  and  recording  being  paid,  the  re- 
corder shall  record  the  same  in  the  miscellaneous  book  of  rec- 
ords in  his  office,  and  such  record,  or  a  certified  copy  thereof, 
shall  be  conclusive  evidence  of  the  matters  and  things  therein 
recited. 

7.  Powers. — 4585.  Every  such  corporation  shall,  from 
the  time  such  record  is  filed  in  the  proper  recorder's  office,  be 
deemed  and  held  to  be  a  corporation,  and  shall  have  and  pos- 
sess all  the  rights,  powers,  and  privileges  given  to  corporations 
by  common  law;  to  sue  and  be  sued;  to  borrow  money,  and 
secure  the  payment  of  the  same  by  notes  and  mortgages,  bonds 
or  deeds  of  trust  upon  their  personal  and  real  property;  and 
to  rent,  lease,  purchase,  hold,  sell,  and  convey  such  real  and 
personal   property  as   may  be   necessary  and   proper  for   the 


94  Religious  Corporations. 

purpose  of  erecting  buildings,  and  for  other  proper  objects  of 
any  such  corporation, 

8.  Officers    and  agents.    By-laws.    Records.— 4587- 

Every  such  corporation  shall  elect  such  officers  or  agents  as 
may  be  necessary  to  carry  into  operation  the  objects  of  its 
organization.  It  may  prescribe  and  adopt  rules  and  regula- 
tions for  the  direction  of  its  officers  and  members;  and  such 
corporation  shall  keep  a  fair  record  of  its  proceedings  and  ac- 
counts in  proper  books,  and  such  records,  or  copies  thereof  duly 
attested  by  the  secretary  or  clerk  under  its  corporate  seal,  may 
be  given  and  read  in  evidence  in  any  court  in  this  State. 

9.  Property,  how  acquired.— 4588.  Any  property,  real 
or  personal,  may  be  bequeathed,  devised  or  given  to  any  such 
corporation  by  will ;  and  in  such  cases  it  shall  be  sufficient  if 
the  corporate  name  be  used,  or  the  purpose  so  described  as  not 
to  admit  of  a  reasonable  doubt  for  what  corporation  or  purpose 
the  same  was  intended  to  be  devised  or  given. 

10.  Existing  corporations  affected. — 4589.  All  volun- 
tary associations  now  existing,  organized  under  former  laws, 
shall  continue  to  exist  and  operate  under  the  provisions  of  this 
act. 

Chap.  XXXI.     Corporations — Churches. 

Art.   I.     By  Union. 

[Statutes,  1858,  p.  29.] 

11.  Union,  how  effected. — 4709-  When  the  members  of 
two  or  more  churches  desire  to  form  a  union  and  assume  a  new 
name,  they  are  hereby  authorized  so  to  do,  by  each  church 
appointing  three  of  its  members  as  trustees,  who  shall,  within 
twenty  days  after  their  appointment,  meet  at  a  time  and  place 
agreed  upon,  and  regularly  organize  by  appointing  one  of  their 
number  chairman  and  another  secretary  of  their  meeting;  and 
when  so  organi=zed,  they  shall  agree  upon  the  name  that  the 
united  churches  shall  thereafter  assume. 

12.  Certificate  to  be  filed. — 4710-  The  secretary  shall 
record  the  proceedings  of  said  meeting  in  a  record  to  be  kept 
for  that  purpose,  and  shall,  within  ten  days  thereafter,  deposit 
in  the  recorder's  office  of  the  county  where  said  church  shall 
hold  its  place  of  worship,  a  certificate  setting  forth  the  names 
of  the  old  churches  that  have  united,  the  name  of  the  new 


Indiana. 


95 


church,  and  the  names  of  the  trustees  thereof;  and  the  recorder 
shall  record  the  same  among  the  records  of  deeds  in  his  office. 

13.  Trustees  a  corporation.    Name.    Powers. — 47  n. 

Said  trustees,  so  appointed,  shall  be  the  trustees  of  said  new 
church  until  their  successors  shall  be  duly  elected  and  quali- 
fied, and  shall  be  deemed  a  body  politic  and  corporate  by  the 

name  and  style  of  the  "  Trustees  of  ;"  and  by  that  name 

shall  have  power  to  contract  and  be  contracted  with,  sue  and 
be  sued,  and  receive  and  dispose  of  real  and  personal  estate  for 
the  sole  use  and  benefit  of  said  new  church,  in  like  manner  and 
with  like  effect  as  other  persons  or  corporations. 

14.  Property    conveyed  to  new  corporation.— 4712. 

After  said  certificate  is  recorded  in  the  recorder's  office,  as  pro- 
vided in  section  2  of  this  act  (section  4710),  it  shall  be  lawful 
for  the  trustees  of  said  churches  that  have  united,  to  convey, 
by  deed,  to  the  trustees  of  the  new  church  and  their  successors 
in  office,  all  lands  belonging  to  said  old  churches  (which  deeds 
shall  be  recorded  in  the  recorder's  office  where  such  lands  are 
situate),  and  also  to  deliver  to  said  trustees  of  said  new  church 
all  articles  of  personal  property  belonging  to  said  old  churches. 
A  list  of  the  articles  of  personal  property  so  delivered  shall  be 
recorded  by  the  secretary  of  said  new  church  in  the  church 
record  as  aforesaid;  which  articles  of  personal  property  and 
real  estate  shall  be  held  by  said  trustees  of  the  new  church  and 
their  successors  in  office,  for  the  use  and  benefit  of  said  new 
church. 

15.  Powers  and  liabilities  vested  in  new  corporation. 

— 4713.  So  soon  as  the  trustees  of  said  old  churches  shall  have 
made  said  conveyance  of  lands  and  delivery  of  personal  prop- 
erty, as  aforesaid,  to  said  trustees  of  the  new  church,  said  old 
churches,  from  and  after  that  time,  shall  cease  to  exist,  and  all 
rights,  powers,  privileges,  and  liabilities  belonging  thereto, 
shall,  from  and  after  that  time,  vest  in  and  attach  to  the  new 
church,  so  organized  as  aforesaid,  with  full  power  to  the  trus- 
tees thereof  to  sue  and  be  sued,  the  same  as  the  trustees  of  the 
old  churches  could  before  they  ceased  to  exist. 

16.  By-laws. — 4714.  Such  new  church,  when  organized 
as  aforesaid,  shall  have  full  power  to  establish  all  necessary 
by-laws  and  make  all  needful  regulations  to  carry  out  the  ob- 
jects of  its  organization. 


g6  Religious  Corporations. 

17.  OflBcers. — 4715. — Such  new  church  may  appoint  or 
elect  a  treasurer  and  such  other  officers  as  it  may  see  fit,  to 
carry  on  its  organization. 

Incorporation  of  Synods,  etc. 

18.  How  effected. — 4716.  That  any  number  of  churches 
or  religious  societies  of  the  same  denomination  may  unite  to- 
gether as  a  presbytery,  synod,  conference,  association,  conven- 
tion, camp-meeting,  assembly,  or  the  chief  judicatory  of  any 
religious  denomination  in  the  State  of  Indiana,  for  the  purpose 
of  incorporation  by  the  adoption  of  a  corporate  name  and  the 
selection  of  trustees,  by  complying  with  the  provisions  of  this 
act. 

19.  Notice  of  purpose. — 4717.  The  moderator,  chair- 
man, presiding  officer,  stated  clerk  or  secretary  of  the  body 
desiring  to  incorporate  under  the  provisions  of  this  act,  shall 
give  notice  for  three  weeks  successively  by  publication  in  some 
weekly  newspaper  of  general  circulation  in  the  county  where 
the  meeting  will  be  held,  of  the  time  and  place  of  such  meeting, 
and  the  last  notice  must  be  published  at  least  ten  days  before 
the  time  of  meeting  for  the  purpose  of  incorporation,  as  afore- 
said. 

20.  Notice,  contents  of. — 4718.  The  notice  shall  give 
the  name  of  the  organization,  and  the  time  and  place  of  meet- 
ing, and  the  object  of  the  same,  for  the  purpose  of  incorpora- 
tion, and  selecting  trustees,  and  adopting  a  corporate  name, 
and  the  notice  shall  be  signed  by  the  officer  or  persons  calling 
for  the  organization  or  incorporation. 

21.  Notice,  how  given. — 4719.  When  there  is  not  already 
an  organization  existing  within  the  purview  of  this  act,  any 
three  members  of  any  church  or  society  contemplating  such  or- 
ganization and  incorporation  may  give  the  notice  as  required  in 
sections  2  and  3  of  this  act.  * 

22.  Name,  adoption  of.    Trustees  to  be  elected. — 

4720.  At  the  time  and  place  as  specified  in  the  notice,  the  re- 
ligious body  or  society  or  organization  shall  declare  and  adopt  a 
corporate  name,  by  which  it  shall  be  permitted  to  sue  and  be 
sued,  contract  and  be  contracted  with,  and  then  proceed  to  elect 
a  board  of  trustees,  consisting  of  not  less  than  three  nor  more 
than  five  members  or  persons,  to  be  selected  as  the  organization 

*  See  Nos.  19  and  20,  Sections  4717  and  4718,  p.  96. 


Indiana.  97 

may  determine.  The  trustees  so  selected  shall  hold  their  office 
for  five  years,  and  until  their  successors  are  elected,  as  specified 
in  this  act. 

23.  Vacancies,  how  filled.    Term  of  service.— 4721. 

Whenever  a  majority  of  the  elected  trustees  have  died,  resigned 
or  their  place  becomes  vacant  for  any  cause,  then  a  new  notice 
must  be  given,  and  an  election  held  for  a  new  board  of  trustees 
as  in  the  first  incorporation,  provided  in  this  act,  that  the  public 
may  know  who  the  trustees  are,  and  so  long  as  a  majority  of  the 
board  of  trustees  remain  they  shall  continue  in  office  five  years, 
and  until  their  successors  are  elected. 

24.  Record,  contents  of.— 4722.  The  rehgious  society 
or  body  incorporating  under  this  act  shall  make  a  record  of  their 
proceedings,  setting  out  the  notice  given  and  the  affidavit  of  the 
publisher  of  the  paper  in  which  the  notice  of  the  meeting  was 
published,  showing  when  and  how  the  notice  Was  given.  The 
record  shall  set  out  the  full  names  of  the  trustees,  and  the  cor- 
porate name  adopted,  and  the  same  shall  be  entered  on  the 
minutes  in  full,  together  with  the  certificate  of  filing  by  the  sec- 
retary of  state,  as  provided  in  the  following  section. 

25.  Certified  copy  of  record.  Filing.  Fee. — 4723.  A 
verified  copy  of  the  proceedings,  duly  signed  by  the  moderator, 
chairman  or  presiding  officer,  and  attested  by  the  stated  clerk 
or  secretary,  shall  be  forwarded  at  once  to  the  secretary  of  state, 
who  shall  file  the  same  in  his  office  when  presented,  and  care- 
fully preserve  the  same,  and  shall  forthwith  certify  back  to  the 
organization,  under  his  hand  and  seal  of  his  office,  the  day 
and  hour  when  the  certified  copy  of  the  incorporation  was  filed 
in  his  office.  This  certificate  shall  also  be  spread  of  record  on 
the  minutes  of  the  society  or  organization.  The  secretary  of 
state  shall  prepare,  and  keep  solely  for  the  purpose,  a  record  of 
the  incorporation  of  religious  bodies,  where  he  shall  record  at 
length  the  certified  copies  sent  to  and  filed  with  him,  together 
with  the  date  of  filing,  as  provided  in  this  section.  The  secre- 
tary of  state  shall  be  entitled  to  a  fee  of  three  dollars  for  record- 
ing, certifying  and  filing  the  papers  aforesaid,  to  be  paid  when 
the  papers  are  filed,  and  from  the  time  of  filing  such  copy  with 
the  secretary  of  state  the  incorporation  of  the  religious  society 
or  organization  shall  be  complete. 

26.  Certified  copy.  Evidence, — 4724.  A  certified  copy 
of  the  proceedings,  signed  by  the  moderator  or  presiding  officer 


98  Religious  Corporations. 

of  the  incorporated  body  and  attested  by  the  stated  clerk  or  sec- 
retary of  the  same,  or  a  certified  copy  of  the  record  from  the 
secretary  of  state,  shall  \yQ  prima  facie  evidence  of  the  incorpo- 
ration of  any  religious  organization  named  in  this  act  in  any  of 
the  courts  of  this  State. 

27.  Powers. — 4725.  Every  such  organization  provided 
for  in  this  act,  when  incorporated  as  herein  provided,  shall  be 
deemed  and  held  to  be  a  corporation,  and  shall  have  and 
possess  the  powers,  rights,  privileges  and  franchises  given  to 
corporations,  and  their  trustees  and  successors  in  pffice  shall 
constitute  a  body  politic  and  corporate  under  the  name  adopted 
in  their  proceedings,  and  every  such  religious  organization  shall 
have  power  to  acquire  by  purchase,  donation,  devise,  gift,  sub- 
scription or  otherwise  such  real  estate  or  personal  property 
as  is  now  possessed  by  other  corporations  under  the  laws  of  the 
State  of  Indiana,  subject  to  the  rights  of  the  Legislature  at  all 
times  to  restrict  the  powers  of  the  corporation  or  to  amend  the 
laws  governing  the  same. 

28.  Record,  where  to  be  filed. — 4726.  In  the  county 
where  any  real  estate  is  situated  owned  by  such  incorporated 
body,  a  certified  copy  of  the  record  referred  to,  in  sections  5  and 
6  of  this  act,*  from  the  minutes  of  the  organization,  signed  by 
the  moderator  or  presiding  of^cer  and  attested  by  the  stated 
clerk  or  secretary  of  the  body,  must  be  filed  in  the  recorder's 
office  of  the  county  and  recorded  in  the  miscellaneous  record  of 
that  office  and  properly  indexed  therein,  and  the  recorder,  on 
the  margin  of  such  record  where  the  same  is  recorded,  shall 
refer  to  the  book  and  page  of  all  deeds  or  transfers  by  or  to  the 
society  or  organization,  and  on  the  margin  of  each  deed  by  or  to 
the  said  society  or  religious  organization,  as  aforesaid,  where 
the  same  is  recorded.  The  recorder  shall  refer  to  the  miscel- 
laneous record  by  book  and  page  where  the  certified  copy  of 
the  incorporation  is  recorded ;  and  the  recorder  shall  be  entitled 
to  one  dollar  for  recording  the  certified  copy  of  incorporation, 
and  the  sum  of  one  dollar  for  each  deed  recorded,  and  twenty- 
five  cents  for  indexing  and  marginal  references  as  herein  pro- 
vided. 

29.  By-laws. — 4727.  Such  religious  organization,  when 
duly  incorporated  under  this  act,  may  establish  such  rules  and 
by-laws  as  may  be  necessary  or  proper  for  its  government,  and 

*  See  Nos.  24  and  25,  Sections  4722  and  4723,  p.  97. 


Indiana.  gg 

may  determine  how  many  members  shall  constitute  a  quorum, 
and  provide  for  filling  vacancies  in  the  board  of  trustees,  and 
the  number  of  the  same,  and  whenever  the  time  arrives  that  a 
majority  of  the  board  of  trustees  elected  have  died  or  resigned, 
or  their  places  become  vacant  for  any  cause,  then  an  election 
shall  be  had,  as  provided  in  sections  5  and  6  of  this  act*,  for  an 
entire  new  board  of  trustees. 

30.  Property,  sale  of. — 4728.  Such  religious  organiza- 
tion, when  duly  incorporated  as  provided  in  this  act,  may,  at 
any  regular  or  called  meeting,  by  a  majority  vote,  direct  the 
trustees  as  to  the  sale  or  transfer  of  any  real  or  personal  prop- 
erty, and  in  any  deed  or  transfer  by  said  trustees  shall  refer  to 
the  date,  book  and  page  where  such  was  taken,  and  no  deed  or 
transfer  shall  be  valid  unless  approved  by  the  moderator  or 
presiding  officer  of  such  regular  or  called  meeting,  indorsed  on 
said  deed,  and  shall  be  recorded  therewith. 

Art.  III.   Educational  and  Benevolent  Societies. 
[Statutes,  1873,  p.  188.] 

31.  Trustees  to  be  incorporated  by  election. — 4742. 
The  members  of  any  church  or  religious  society  of  any  denomi- 
nation whatever,  may,  after  giving  ten  days'  notice  by  posting 
up  written  or  printed  notices  in  three  public  places  in  the 
vicinity  of  the  place  where  such  church  or  society  usually  meet 
for  worship,  specifying  the  time  and  place  of  such  election  or 
appointment,  at  any  regular  or  called  meeting  of  such  church 
or  society,  elect  or  appoint  according  to  the  usages  or  customs 
of  such  society,  not  less  than  three  nor  more  than  nine  trus- 
tees, who  shall  be  a  body  politic  and  corporate,  by  such  name 
as  such  society  may  elect  and  designate,  for  any  educational, 
benevolent,  or  charitable  purpose. 

32.  Certificate  of  election  must  be  recorded.  Limit 
on  real  estate. — 4743-  The  clerk  of  such  society  shall  issue 
to  such  trustees  a  certificate  setting  forth  that  they  have  been 
elected  or  appointed  for  such  purpose ;  which  certificate  shall, 
within  twenty  days  from  its  date,  be  recorded  among  the 
miscellaneous  records  of  the  county  in  which  such  election  or 
appointment  is  made,  and  from  the  date  of  such  recording  said 
trustees  shall  be  deemed  a  body  politic  and  corporate,  by  such 
name  as  may  have  been  designated  by  such  society,  and,  as 

*  See  Nos.  22  and  23,  Sections  4720  and  4721,  pp.  96,  97. 


loo  Religious  Corporations. 

such,  may  sue  and  be  sued,  contract  and  be  contracted  with; 
and  shall  have  authority  to  receive  conveyances  of  lands,  not 
exceeding  twenty  acres,  by  purchase,  devise,  or  gift,  and  hold 
the  same  to  them  and  their  successors  in  perpetuity,  for  the  sole 
and  exclusive  uses  and  purposes  of  carrying  out  the  objects  of 
such  corporate  body. 

33.  Limit  upon  personal  property. — 4744-  Such  cor- 
poration shall  have  power  and  authority  to  acquire  and  possess, 
for  the  uses  and  purposes,  and  furtherance  of  the  objects  of  the 
same,  moneys  and  personal  property,  by  bequest,  donation,  or 
otherwise,  to  any  amount  not  exceeding  one  hundred  thousand 
dollars,  and  may  appropriate  the  same  and  the  income  or  inter- 
est thereof,  and  all  other  funds  in  their  hands,  for  the  purposes 
designated  by  such  society,  not  inconsistent  with  their  trust, 
nor  inconsistent  with  the  conditions  of  any  devise,  bequest,  or 
donation  made  to  them. 

34.  Trustees,  power  to  sell  or  loan.— 4745-  Such  trus- 
tees are  empowered  to  sell,  loan,  or  otherwise  dispose  of  their 
corporate  property,  but  not  in  any  manner  inconsistent  with  the 
duties  or  objects  of  their  trust. 

35.  Seal. — 4746.  Such  trustees  shall  procure  a  corporate 
seal. 

36.  OflBcers  and  record. — 4747.  Such  trustees  shall,  at 
their  first  meeting,  elect  one  of  their  number  president,  an- 
other secretary,  and  another  treasurer,  and  shall  procure  a  well- 
bound  book  of  not  less  than  three  hundred  pages,  in  which  shall 
be  kept  accurate  minutes  of  their  proceedings. 

37.  Trustees,  terms  of  service.    Vacancies. — 4748. — 

Such  church  or  religious  society  shall,  at  the  time  of  election 
or  appointment  of  such  trustees,  elect  or  appoint  one  of  them 
to  serve  for  one  year,  one  of  them  for  two  years,  and  the  other 
for  three  years  from  the  date  of  their  appointment.  And  said 
society  shall,  each  year,  elect  or  appoint  a  trustee  to  succeed 
the  one  whose  term  expires,  and  may  also  at  any  regular  meet- 
ing of  such  society,  elect  or  appoint  a  trustee  to  fill  any  vacancy 
that  may  occur  in  said  board  of  trustees,  by  death,  resignation 
or  otherwise. 

38.  Trustees  may  hold  over. — 4749-  Should  there  be, 
from  any  cause,  a  failure  to  elect  or  appoint  a  new  trustee  as 


Indiana.  ioi 

required,  those  in  office  shall  continue  to  hold  until  successors 
are  properly  elected  or  appointed. 

39.  Treasurer,  bond  of. — 4750.  The  treasurer  of  such 
board  of  trustees  shall  give  bond  with  freehold  surety  to  be 
approved  by  the  president  of  the  board  payable  to  the  State  of 
Indiana  in  a  sum  not  less  than  double  the  amount  of  moneys  at 
any  time  in  his  hands,  conditioned  for  the  faithful  and  honest 
discharge  of  the  duties  of  his  trust;  and  in  case  of  breach  of 
bond,  any  member  of  the  society  electing  or  appointing  such 
trustees  may  maintain  an  action  upon  said  bond  as  relator,  the 
money  recovered  thereon  to  be  paid  to  such  corporate  body. 

40.  By-laws,  trustees  may  make. — 4751.  Such  board 
of  trustees  is  empowered  to  make  such  by-laws  and  rules  as  are 
necessary  to  carry  out  the  objects  of  the  trust. 

Chap.  XXXVII.     Corporations — Lodges  and  Societies. 

Art.   I.     Generally. 

[Revised   Statutes,    1852.] 

41.  May  hold  lands.  Limit.  Trustees  to  be  elected. 
— 5016.  Any  persons,  congregation,  society,  church,  or  any 
lodge  of  Freemasons,  or  Odd  Fellows  (whether  chapter,  en- 
campment or  subordinate)  and  any  temple  or  division  of  the 
Sons  or  Daughters  of  Temperance,  and  any  other  voluntary 
association  for  religious,  educational,  scientific  or  benevolent 
purposes,  may  take,  by  purchase,  grant  or  devise,  lots  or  tracts 
of  land,  not  exceeding  one  hundred  and  sixty  acres,  upon  which 
to  erect  buildings  for  religious  worship,  or  for  such  other  pur- 
poses as  will  best  attain  the  objects  of  said  several  organiza- 
tions; and  for  that  purpose  may  elect  not  less  than  three  nor 
more  than  five  trustees,  who  shall  possess  the  powers  and  per- 
form the  duties  herein  named.* 

42.  Society  defined. — 5017.  The  word  "society"  in 
this  act  shall  be  deemed  to  include  churches,  associations,  con- 
gregations, lodges,  divisions  and  all  other  orders  enumerated  in 
the  preceding  section. 

43.  Trustees,  notice  and  place  of  election. — 5018. 
Notice  of  election  for  trustees  shall  be  given  at  least  ten  days 
previous  thereto,  by  publication  in  a  newspaper  of  the  county, 

*  See  No  31,  Sec.  4742,  p.  99. 


I02  Religious  Corporations. 

if  any,  otherwise  by  posting  such  notice  in  three  public  places 
in  the  proper  township,  one  of  which  shall  be  at  the  place  of 
the  proposed  election.  Such  notice  shall  state  the  time,  place 
and  object  of  such  election ;  and  the  same  shall  be  held  at  the 
usual  place  of  worship  or  meeting  of  such  society,  if  any 
there  be. 

44.  Clerk,  poll-list,  and  certificate. — 5019.  Such  so- 
ciety, at  the  first  and  every  subsequent  election,  shall  appoint 
a  clerk  thereof,  who  shall  take,  count  and  make  a  poll-list  of 
the  votes  given  for  trustees;  and,  within  ten  days  thereafter, 
shall  deposit  in  the  recorder's  office  of  the  county  where  the 
real  estate  granted  is  situate,  a  certificate  setting  forth  the 
notice  of  such  election,  the  time  and  place  where  the  same  was 
held,  the  name  of  the  society  and  persons  elected  as  trustees 
thereof;  and  the  recorder  of  such  county  shall  record  the  same 
among  the  records  of  deeds  in  his  office. 

45.  Certificate,  as  evidence. — 5020.  As  between  such 
society,  the  trustees  thereof,  arid  all  other  persons  claiming 
under  them,  and  any  person  granting  real  estate  thereto,  and 
all  persons  claiming  under  him,  such  certificate  shall  be  conclu- 
sive evidence  of  the  matters  and  things  therein  recited;  and  as 
between  such  society,  the  trustees  thereof,  and  all  persons 
claiming  under  them,  and  all  other  persons,  it  shall  be  pre- 
sumptive evidence  of  such  matters. 

46.  Trustees,  term  of  ofiice  and  removal. — 5021.  Such 
trustees  shall  severally  hold  their  offices  until  their  successors 
are  duly  chosen  according  to  the  rules  of  such  society;  and  any 
society,  by  a  majority  vote,  at  a  meeting  of  one-third  of  the 
resident  members  thereof  (notice  being  given  as  aforesaid)  may 
remove  such  trustees,  and  elect  others  in  their  stead. 

47.  By-laws. — 5022.  Such  society,  or  the  trustees  there- 
of, when  authorized  for  that  purpose,  may  establish  all  neces- 
sary by-laws  to  carry  out  the  objects  of  its  organization. 

48.  Trustees,  may  be  selected  by  usage.— 5023.  Any 
society  may  select  or  appoint  trustees  according  to  its  common 
usage  or  custom,  if  they  desire  it ;  but  a  certificate  of  such  selec- 
tion or  appointment,  and  the  record  of  the  same,  as  in  case  of 
their  election,  shall  not  be  dispensed  with. 

49.  Trustees,  a  corporation. — 5024.  Such  trustees  shall 
be  deemed  a  body  politic  and  corporate,  under  such  name  and 


Indiana.  103 

style  as  the  society  may  elect;  and,  by  that  name,  shall  have 
power  to  contract,  sue,  be  contracted  with,  and  sued,  with  like 
effect  as  other  persons  or  corporations. 

50.  Name,  how  changed. — 5025.  Such  society  may,  at 
any  meeting,  by  giving  ten  days'  notice  of  the  time  and  purpose 
thereof,  change  their  corporate  name ;  but  the  name  chosen  by 
such  society  shall  not  be  assumed  until  a  record  has  first  been 
made  of  the  fact  in  the  recorder's  office  of  the  proper  county. 
Such  change  shall  not  affect  the  rights  or  liabilities  of  the 
society  or  of  other  persons  or  parties. 

51.  Lands,  how  acquired. — 5026.  The  trustees  chosen 
as  herein  provided,  after  record  of  their  election  or  appointment 
is  made  in  the  recorder's  office  of  the  proper  county,  shall  have 
power  and  authority,  as  such  trustees,  to  receive  conve3^ances  of 
lands,  whether  the  same  be  by  purchase,  gift,  or  otherwise,  and 
to  hold  the  same  to  their  successors,  as  such  trustees,  in  per- 
petuity, for  the  sole  and  exclusive  benefit  of  such  society  and 
for  the  uses  declared  in  such  conveyance  or  grant. 

52.  Personalty,  limit  of. — 5027.  Such  trustees  and  their 
successors  in  office  may  also  acquire  and  possess,  for  the  use  of 
any.  such  society,  personal  property  not  exceeding  in  value  the 
sum  of  five  thousand  dollars;  and  may  appropriate  the  same, 
and  the  income  or  interest  thereof,  and  all  other  funds  and 
incomes  in  their  hands  as  such  trustees,  for  the  purposes  desig- 
nated by  such  society,  not  inconsistent  with  the  trust. 

53.  Trustees  may  dispose  of  property. — 502S.  Such 
trustees,  to  more  effectually  carry  out  the  objects  of  their  trust, 
may  sell,  loan,  or  otherwise  dispose  of  their  corporate  property; 
and  any  conveyance  thereof  by  such  trustees,  or  a  majority  of 
them,  in  behalf  of  such  society,  shall  vest  in  the  purchaser  of 
the  same,  all  right,  title  and  interest  thereto ;  but  the  provisions 
of  this  section  shall  not  be  construed  to  affect  any  gift,  bequest, 
or  devise  to  such  society,  or  to  trustees  for  its  use,  so  as  to  de- 
feat the  intentions  of  the  grantor,  donor,  or  testator. 

54.  Dissolution  and  revival. — 5029.  When  any  society 
within  the  meaning  of  this  act  shall  have  been  dissolved  from 
any  cause,  a  majority  of  the  persons  interested  therein  may 
revive  the  same,  within  five  years  after  such  dissolution,  by 
electing  a  new  board  of  trustees,  and  making  record  of  such 
election  in  the  recorder's  office  of  the  proper  county,  as  herein- 


io4  Religious  Corporations. 

before  provided.  And  whenever,  from  any  cause,  any  church 
or  religious  society,  holding  and  possessing  property  within  the 
meaning  of  this  act,  shall  have  been  dissolved,  the  annual  or 
quarterly  conference,  or  other  ecclesiastical  body  to  which  such 
church  or  religious  society  is  directly  subordinate,  shall  have 
power  to  appoint  trustees,  in  accordance  with  the  customs  and 
usages  of  said  church,  to  take  the  charge  and  control  of  the 
property  of  said  church  or  society  until  it  shall  be  revived  as 
contemplated  by  this  act. 

55.  Existing  societies  affected.— 5030.  The  provisions 
of  this  act  shall  extend  to  every  society,  educational  or  religious, 
which,  previous  to  its  passage,  had  acquired  land,  not  exceeding 
five  acres,  for  the  purpose  of  erecting  a  house  of  worship  or 
other  appropriate  building,  upon  the  condition  that  the  consent 
of  two-thirds  of  the  persons  interested  in  such  land  be  first  ob- 
tained, and  the  trustees  be  elected  and  certified,  and  such  other 
proceedings  had,  as  hereinbefore  directed  for  the  election  of 
trustees. 

56.  Officers  may  be  trustees. — 5031.  The  officers  of 
any  society,  by  whatever  name  such  officers  may  be  designated, 
elected  in  the  manner  prescribed  by  this  act,  or  according  to  the 
rules  of  any  such  church,  society  or  order,  may,  whenever  the 
laws  or  usages  of  the  same  require  it,  perform  the  duties  of 
trustees,  and,  in  their  proper  name  and  title,  shall  possess  all 
the  powers  and  be  subject  to  the  same  liabilities  as  trustees; 
and  the  certificate  of  the  election  of  such  officers  shall  be 
recorded  in  the  recorder's  office  of  the  proper  county,  as  in  the 
case  of  trustees. 

57.  When  notice  of  election  unnecessary.— Chap.  X, 

Laws  of  1895,  add  to  Section  5018  (see  No.  43,  p.  loi),  at  end: 
Provided,  That  at  any  subsequent  election  of  such  trustees 
no  such  notice  shall  be  necessary  where  such  lodge  or  society 
shall  in  its  rules,  by-laws  or  constitution  provide  and  fix  the 
time  and  place  for  the  election  of  its  trustees. 

Particular  Denominations,  Etc. 

58.  Sections  4729  to  4741  of  the  Statutes  relate  to  the  in- 
corporation of  parishes  of  the  Protestant  Episcopal  Church. 


IOWA.* 


STATUTES,  CODE,  1888. 

Title  IX.   Of  Corporations. 
[Laws  of  1 87 3.] 

Chap.  I.     Of  Corporations  for  Pecuniary  Profit.! 

1.  Who  may  incorporate.— f  05 8.  Any  number  of  per- 
sons may  associate  themselves  and  become  incorporated  for  the 
transaction  of  any  lawful  business,  including  the  establishment  of 
ferries,  the  construction,  ownership,  operation  and  maintenance 
of  canals,  railways,  bridges,  or  other  works  of  internal  improve- 
ment ;  and  the  purchase,  ownership,  operation  and  maintenance 
of  any  railroad  sold  or  transferred  under  power  of  sale  or  fore- 
closure of  any  mortgage  or  deed  of  trust,  but  such  incorpora- 
tion confers  no  power  or  privilege  not  possessed  by  natural  per- 
sons, except  as  hereinafter  provided. 

2.  Powers. — 1059.  Among  the  powers  of  such  body  cor- 
porate are  the  following: 

1.  To  have  perpetual  succession; 

2.  To  sue  and  be  sued  by  its  corporate  name; 

3.  To  have  a  common  seal,  which  it  may  alter  at  pleasure; 

4.  To  render  the  interests  of  the  stockholders  transferable; 

5.  To  exempt  the  private  property  of  its  members  from 
liability  for  corporate  debts,  except  as  herein  otherwise  de- 
clared ; 

6.  To  make  contracts,  acquire  and  transfer  property,  pos- 
sessing the  same  powers  in  such  respects  as  private  individuals 
now  enjoy; 

7.  To  establish  by-laws,  and  make  all  rules  and  regulations 
deemed  expedient  for  the  management  of  their  affairs  in  accord- 
ance with  law. 

*  Article  VIII  of  the  Constitution,  empowering  the  General  Assembly  to  provide  by 
general  laws  for  the  organization  of  all  corporations,  has  been  judicially  declared  to  refer 
exclusively  to  corporations  for  pecuniary  profit. 

t  See  requirement  of  No.  12,  Section  1091,  p.  107. 

(105) 


io6  Religious  Corporations. 

3.  Articles  and  Certificate. — 1060.  Previous  to  com- 
mencing' any  business,  except  that  of  their  own  organization, 
they  must  adopt  articles  of  incorporation,  which  must  be  signed 
and  acknowledged  by  the  incorporators,  and  recorded  in  the 
office  of  the  recorder  of  deeds  of  the  county  where  the  princi- 
pal place  of  business  is  to  be,  in  a  book  kept  therefor;  the 
recorder  must  record  such  articles  as  aforesaid,  within  five  days 
after  the  same  are  filed  in  his  office,  and  certify  thereon  the 
time  the  same  was  filed  in  his  office,  and  the  book  and  page 
where  the  record  thereof  will  be  found.  The  said  articles  and 
certificate  of  recorder  shall  be  then  recorded  in  the  office  of  the 
secretary  of  State,  in  a  book  kept  for  that  purpose. 

4.  Notice  to  be  published. — 1062.  A  notice  must  also 
be  published,  for  four  weeks  in  succession  in  some  newspaper 
as  convenient  as  practicable  to  the  principal  place  of  business.* 

5.  Notice,  contents  of. — 1063.  Such  notice  must  con- 
tain: 

1.  The  name  of  the  corporation  and  its  principal  place  of 
transacting  business ; 

2.  The  general  nature  of  the  business  to  be  transacted ; 

3.  The  amount  of  capital  stock  authorized,  and  the  times 
and  conditions  on  which  it  is  to  be  paid  in ; 

4.  The  time  of  the  commencement  and  termination  of  the 
corporation ; 

5.  By  what  officers  or  persons  the  affairs  of  the  corporation 
are  to  be  conducted,  and  the  times  at  which  they  will  be  elected ; 

6.  The  highest  amount  of  indebtedness  to  which  the  cor- 
poration is  at  any  time  to  subject  itself; 

7.  Whether  private  property  is  to  be  exempt  from  corpo- 
rate debts. 

6,  When  to  commence  business. — 1064.  The  corpora- 
tion may  commence  business  as  soon  as  the  articles  are  filed  in 
the  office  of  the  recorder  of  deeds,  and  their  doings  shall  be 
valid  if  the  publication  in  a  newspaper  is  made,  and  articles 
recorded  in  the  office  of  the  secretary  of  State  within  three 
months  from  such  filing  in  the  recorder's  office. 

7.  Articles,  how  amended. — 1065.  That  any  of  the  pro- 
visions of  the  articles  of  incorporation  may  be  changed  at  any 
annual  meeting  of  the  stockholders  or  special  meeting  called 
for  that  purpose ;  but  said  changes  shall  not  be  valid  unless 

*  See  No.  13,  Section  1092,  p.  ic8. 


Iowa.  107 

recorded  and  published  as  the  original  articles  are  required  to 
be ;  and  said  changes  in  the  articles  need  only  be  signed  and 
acknowledged  by  the  officers  of  said  corporation. 

8.  Dissolution  prior  to  date  in  articles. — 1066.  No 
corporation  can  be  dissolved  prior  to  the  period  fixed  in  the 
articles  of  incorporation,  except  by  unanimous  consent,  unless  a 
different  rule  has  been  adopted  in  their  articles. 

9.  Notice  of  dissolution. — 1067.  The  same  period  of 
newspaper  publication  must  precede  any  such  premature  disso- 
lution of  a  corporation  as  is  required  at  its  creation.* 

10.  Dissolved  corporations  to  continue  for  settle- 
ment.— 1080.  Corporations,  whose  charters  expire  by  their 
own  limitation,  or  the  voluntary  act  of  the  stockholders,  may, 
nevertheless,  continue  to  act  for  the  purpose  of  winding  up 
their  concerns. 

11.  Charters,  etc.,  subject  to  alteration. — 1090.  The 
articles  of  incorporation,  by-laws,  rules  and  regulations  of  cor- 
porations hereafter  organized  under  the  provisions  of  this  title, 
or  whose  organization  may  be  adopted  or  amended  hereunder, 
shall,  at  all  times,  be  subject  to  legislative  control,  and  may  be, 
at  any  time,  altered,  abridged,  or  set  aside  by  law,  and  every 
franchise  obtained,  used  or  enjoyed  by  such  corporation,  may 
be  regulated,  withheld,  or  be  subject  to  conditions  imposed  upon 
the  enjoyment  thereof,  whenever  the  General  Assembly  shall 
deem  necessary  for  the  public  good. 

Chap.  II.     Of  Corporations  Other  Than  Those  for 
Pecuniary  Profit. 

12.  How  incorporated.  Duration.! — 1091-  Associations 
for  the  establishment  of  seminaries  of  learning,  churches, 
lyceums,  libraries,  lodges  of  odd  fellows,  or  masons,  and  other 
institutions  of  a  benevolent  or  charitable  character  ....  may 
become  incorporated  in  the  manner  directed  in  the  preceding 
chapter,!  so  far  as  applicable,  and  shall  thereby  become  vested 
with  all  the  powers  and  privileges,  and  subject  to  all  the  liabili- 
ties provided  by  that  chapter,  except  as  herein  modified.  Cor- 
porations organized  under  this  chapter  shall  endure  for  the 

*  See  No.  13,  Section  1092,  p.  108. 

t  Sections  1066  and  1067  provide  for  the  dissolution  of  corporations  for  profit.    It  is 
an  open  question  whether  these  sections  apply  to  corporations  not  for  profit. 
X  See  p.  105. 


io8  Religious  Corporations. 

period  of  fifty  years  from  and  after  their  organization  unless 
sooner  dissolved  by  a  vote  of  three-fourths  of  all  the  members 
thereof,  or  by  operation  of  law,  and  all  corporations  heretofore 
organized  hereunder  shall  be  extended  for  a  like  period  unless 
sooner  dissolved  in  like  manner.      [As  amended,  Apr.  3,  1888.] 

13.  Articles  to  be  recorded. — 1092.  Their  articles  of  in- 
corporation shall  be  recorded  by  the  recorder  of  deeds  of  the 
county  where  the  principal  place  of  business  is  kept  only ;  but  a 
newspaper  publication  is  not  requisite. 

Chap.  XL.    Laws  of  1874. 
[Amendment  to  Chap.  II,  Title  IX,  Laws,  1873.] 

14.  Change   of  name.    Amending  articles. — i.     Any 

corporation  other  than  those  for  pecuniary  profit  may  change 
the  corporate  name  thereof,  or  amend  the  articles  of  incorpora- 
tion or  the  original  certificate  thereto,  by  a  vote  of  the  majority 
of  the  members  or  stockholders  of  the  said  corporation  in  such 
manner  as  may  be  provided  by  the  articles  of  incorporation 
thereof. 

15.  Changes,  how  effected. — 2.  In  case  of  the  body  cor- 
porate consisting  of  the  trustees,  directors,  or  managers  of  any 
benevolent,  charitable,  literary,  scientific,  religious,  or  mis- 
sionary institution  under  the  patronage  of  any  synod,  confer- 
ence, association,  or  other  ecclesiastical  body  in  the  State,  or 
two  or  more  of  them,  said  amendment  or  change  may  originate 
with  either  of  the  said  trustees,  directors,  or  managers,  or  with 
either  of  the  said  patronizing  bodies,  but  such  change  or  amend- 
ment shall  not  be  made  without  the  vote  of  a  majority  of  each  of 
said  trustees,  directors,  or  managers,  and  of  each  of  the  said 
patronizing  bodies,  legally  expressed  and  certified  thereto  by  the 
secretary,  clerk,  or  recording  officer  of  such  board  of  trustees, 
directors,  or  managers  and  of  each  of  the  patronizing  bodies. 

16.  Changes,  record  of. — 3.  The  change  or  amendment 
of  the  articles  of  incorporation  shall  be  recorded  by  the  recorder 
of  deeds  as  the  original  articles  of  incorporation  are  required  to 
be,  and  the  recorder  shall  make  upon  the  margin  of  such  record 
a  reference  to  the  book  and  page  of  the  record  of  such  original 
articles  of  incorporation ;  and  from  and  after  the  date  of  such 
recording  such  change  or  amendment,  shall  be  in  full  force  and 
effect  as  the  original  articles  of  incorporation  so  amended. 


Iowa.  109 

17.  Changes,  do  not  affect  powers  or  liabilities. — 4. 

The  corporation  by  its  new  name  or  with  such  amended  articles 
of  incorporation  or  certificate  shall  be  entitled  to  all  the  rights, 
powers,  immunities,  and  franchises  that  it  possessed  before  such 
change  or  amendment  and  shall  be  liable  upon  all  contracts, 
obligations,  liabilities  entered  into,  incurred,  or  binding  on  such 
corporation  by  or  under  the  old  name  or  articles  of  incorpora- 
tion to  the  same  extent  and  manner  as  though  no  such  change 
or  amendment  had  been  made. 

Charitable,  Scientific  and  Religious  Associations. 

18.  How  incorporated. — 1095.  Any  three  or  more  per- 
sons of  full  age,  citizens  of  the  United  States,  a  majority  of 
whom  shall  be  citizens  of  this  State,  who  desire  to  associate 
themselves  for  benevolent,  charitable,  scientific,  religious  or 
missionary  purposes,  may  make,  sign,  and  acknowledge  before 
any  officer  authorized  to  take  the  acknowledgments  of  deeds  in 
this  State,  and  have  recorded  in  the  office  of  the  recorder  of 
the  county  in  which  the  business  of  such  society  is  to  be  con- 
ducted, a  certificate  in  writing,  in  which  shall  be  stated  the 
name  or  title  by  which  such  society  shall  be  known,  the  par- 
ticular business  and  objects  of  such  society,  the  number  of  trus- 
tees, directors  or  managers  to  conduct  the  same,  and  name  of 
the  trustees,  directors  or  managers  of  such  society  for  the  first 
year  of  its  existence. 

19.  Certificate  to  be  filed.  Powers. — 1096.  Upon  filing 
for  record  the  certificate  as  aforesaid,  the  persons  who  shall 
have  signed  and  acknowledged  such  certificate,  and  their  asso- 
ciates and  successors,  shall,  by  virtue  hereof,  be  a  body  politic 
and  corporate  by  the  name  stated  in  such  certificate,  and,  by 
that,  they  and  their  successors  shall  and  may  have  succession, 
and  shall  be  persons  capable  of  suing  and  being  sued,  and  may 
have  and  use  a  common  seal,  which  they  may  alter  or  change 
at  pleasure ;  and  they  and  their  successors  by  their  corporate 
names,  shall  be  capable  of  taking,  receiving,  purchasing,  and 
holding  real  and  personal  estate ;  and  of  making  by-law!s  for  the 
management  of  its  affairs,  not  inconsistent  with  law. 

20.  Trustees  to  be  elected.  Quorum.  Ecclesiastical 
body  may  elect. — 1097.  The  society  so  incorporated  may,  an- 
nually, or  of tener,  elect  from  its  members  its  trustees,  directors  or 
managers  at  such  time  and  place,  and  in  such  manner  as  may 


no  Religious  Corporations. 

be  specified  in  its  by-laws,  who  shall  have  the  control  and  man- 
agement of  the  affairs  and  funds  of  the  society,  a  majority  of 
whom  shall  be  a  quorum  for  the  transaction  of  business;  and 
whenever  any  vacancy  shall  happen  among  such  trustees,  direc- 
tors or  managers,  by  death,  resignation  or  neglect  to  serve,  such 
vacancy  shall  be  filled  in  such  manner  as  shall  be  provided  by 

the  by-laws  of  such  society When  the  body  corporate 

consists  of  the  trustees,  directors  or  managers  of  any  benevo- 
lent, charitable,  literary,  scientific,  religious,  or  missionary  in- 
stitution, which  is  or  may  be  established  in  this  State,  and  which 
is  or  may  be  under  the  patronage,  control,  direction,  or  super- 
vision of  any  synod,  conference,  association,  or  other  ecclesias- 
tical body  in  such  State,  established  agreeably  to  the  laws 
thereof,  such  ecclesiastical  body  may  nominate  and  appoint  such 
trustees,  directors  or  managers,  according  to  the  usages  of  the 
appointing  body,  and  may  fill  any  vacancy  which  may  occur 
among  such  trustees,  directors,  or  managers;  and  when  any 
such  institution  may  be  under  the  patronage,  control,  direction, 
or  supervision  of  two  or  more  such  synods,  conferences,  asso- 
ciations, or  other  ecclesiastical  bodies,  such  bodies  may  severally 
nominate  and  appoint  such  proportion  of  such  trustees,  direc- 
tors or  managers  as  shall  be  agreed  upon  by  those  bodies  imme- 
diately concerned.  And  any  vacancy  occurring  among  such 
appointees  last  named,  shall  be  filled  by  the  synod,  conference, 
association,  or  body  having  appointed  the  last  incumbent. 

21.  Trustees,  failure  to  elect  does  not  dissolve. — 1099. 
In  case  an  election  of  trustees,  directors,  or  managers  shall  not 
be  made  on  the  day  designated  by  the  by-laws,  said  society  for 
that  cause  shall  not  be  dissolved,  but  such  election  may  take 
place  on  any  other  day  directed  by  such  by-laws. 

22.  Name  of  existing  corporation  must  not  be  used. 

— 1 100.  The  provisions  of  this  chapter  shall  not  extend  or 
apply  to  any  association  or  individual  who  shall,  in  the  certifi- 
cate filed  with  the  recorder,  use  or  specify  a  name  or  style  the 
same  as  that  of  any  previously  existing  incorporated  society  in 
the  county. 

23.  Property  by  bequest.  Limit. — noi.  Any  corpo- 
ration formed  under  this  chapter  shall  be  capable  of  taking, 
holding,  or  receiving  property  by  virtue  of  any  devise  or  be- 
quest contained  in  any  last  will  or  testament  of  any  person  what- 
soever ;    but  no  person  leaving  a  wife,   child  or  parent,   shall 


TOWA.  Ill 

devise  or  bequeath  to  such  institiition  or  corporation  more  than 
one-fourth  of  his  estate  after  the  payment  of  his  debts,  and 
such  devise  or  bequest  shall  be  valid  only  to  the  extent  of  such 
one-fourth. 

24.  Existing  corporations  may  reincorporate. — 1102. 
The  trustees,  directors,  or  stockholders  of  any  existing  benevo- 
lent, charitable,  scientific,  missionary,  or  religious  corporation, 
may,  by  conforming  to  the  requirements  of  section  ten  hundred 
and  ninety-five  of  this  chapter,  reincorporate  themselves,  or 
continue  the  existing  corporate  powers,  and  all  the  property 
and  effects  of  such  existing  corporation  shall  vest  in  and  belong 
to  the  corporation  so  reincorporated  or  continued. 

Title  XIII.      Of  Rights  of  Property. 
Chap.    III.      Perpetuities  and  Land  in  Mortmain. 

25.  Church  organizations  may  lease  granted  prop- 
erty.— 1 9  2 1 .  Church  organizations  occupying  property  granted 
to  them  by  the  Territory  or  the  State  of  Iowa,  may  lease  the 
same  for  business  purposes,  and  occupy  other  property  with 
their  church  edifice ;  Provided,  That  all  of  the  income  derived 
from  such  leased  property  shall  be  devoted  to  maintaining  the 
religious  exercises  and  ordinances  of  the  church  to  which  the 
grant  was  originally  made,  and  to  no  other  purpose;  and  such 
church  and  its  affairs  shall  remain  in  the  control  of  a  board  of 
trustees,  regularly  chosen  in  accordance  with  its  charter;  but 
property  so  leased,  shall,  in  all  cases,  be  subject  to  taxation  the 
same  as  property  of  individuals. 


KANSAS. 

CONSTITUTION.     Article  XII. 
[In  effect,  Jan.  29,  1861.] 

1 .  General  laws  to  be  adopted. — i .  The  Legislature  shall 
pass  no  special  act  conferring  corporate  powers.  Corporations 
may  be  created  under  general  laws ;  but  all  such  laws  may  be 
amended  or  repealed. 

2.  No  individual  liability. — 2.  Dues  from  corporations 
shall  be  secured  by  individual  liability ;  .  .  .  .  but  such  indi- 
vidual liabilities  shall  not  apply  to  ...  .  corporations  for  re- 
ligious or  charitable  purposes. 

3.  Title  vests  in  trustees. — 3.  The  title  to  all  property 
of  religious  corporations  shall  vest  in  trustees,  whose  election 
shall  be  by  the  members  of  such  corporations. 


STATUTE3S,  1889. 

Chap.  XXIII.   Corporations. 

[In  effect,  Oct.  31,  186S.] 

Art.  I.    Preliminary  Provisions. 

4.  Private  corporations  defined. — 1154.  Private  cor- 
porations are  of  three  kinds :  First,  Corporations  for  religion. 
Second,  Corporations  for  charity  or  benevolence;  and,  Third, 
Corporations  for  profit. 

Art.  2.    Creation  of  Corporations. 

5.  How  incorporated.  Members  must  vote. — 1155. 
Private  corporations  may  be  created  by  the  voluntary  associa- 
tion of  five  or  more  persons  for  the  purposes  and  in  the  manner 
mentioned  in  the  following  sections  of  this  article  and  amend- 
ments thereof.  Every  member  or  stockholder  in  said  corpora- 
tion shall  vote  in  person  or  by  proxy. 

(112) 


Kansas.  113 

6.  Purposes. — 1 156.  The  purposes  for  which  private  cor- 
porations may  be  formed  are : 

1.  The  support  of  public  worship. 

2.  The  support  of  any  benevolent,  charitable,  educational 
or  missionary  undertaking 

7.  Charter,  contents  of. — 1161.  A  charter  must  be  pre- 
pared setting  forth :  First.  The  name  of  the  corporation.  Sec- 
ond. The  purposes  for  which  it  is  formed.  Third.  The  place 
or  places  where  its  business  is  to  be  transacted.  Fourth.  The 
term  for  which  it  is  to  exist.  Fiftli.  The  number  of  its  directors 
or  trustees,  and  the  names  and  residences  of  those  who  are  ap- 
pointed for  the  first  year. 

8.  Name.  Amendments  to  charter. — 1162.  The  cor- 
porate name  of  every  corporation  hereafter  organized  (except 
banks  and  corporations  not  for  pecuniary  profit)  shall  com- 
mence with  the  word  "  the  "  and  end  with  the  word  "  corpora- 
tion," "company,"  "association,"  or  "  society,"  and  shall  indi- 
cate by  its  corporate  name  the  business  to  be  carried  on  by  said 
corporation;  and  any  corporation  organized  or  existing  under 
the  provisions  of  this  act  may,  within  the  limits  of  this  act, 
amend  its  charter  in  any  of  the  parts  thereof;  but  in  any  such 
case  such  charter  shall  be  so  amended  only  when  authorized  by 
a  two-thirds  vote  of  the  stockholders  of  such  corporation  at  a 
meeting  held  in  conformity  with  the  by-laws  thereof;  and  as  so 
amended,  such  charter  shall  be  subscribed  by  the  directors  or 
trustees  thereof,  and  acknowledged  by  not  less  than  three 
thereof, -who  shall  be  citizens  of  this  State,  before  an  officer 
duly  authorized  to  take  acknowledgments  of  deeds,  and  there- 
upon filed  and  recorded  in  the  same  manner  and  with  like  effect 
as  now  provided  in  cases  of  original  charters  under  provisions 
of  this  act. 

9.  Charter,  to  be  subscribed  and  acknowledged. — 

1 1 64.  The  charter  of  an  intended  corporation  must  be  sub- 
scribed by  five  or  more  persons,  three  of  whom,  at  least,  must 
be  citizens  of  this  State,  and  must  be  acknowledged  by  them, 
before  an  officer  duly  authorized  to  take  acknowledgments  of 
deeds. 

10.  Charter,  to  be  filed.  Copy  to  be  evidence. — 1165. 
Such  charter  shall  thereupon  be  filed  in  the  office  of  the  secre- 
tary of  vState,  who  shall  record  the  same  at  length  in  a  book  to 
be  kept  for  that  purpose,  and  retain  the  original  on  file  in  his 


1 14  Religious  Corporations. 

office.  A  copy  of  the  charter,  or  of  the  record  thereof  duly 
certified  by  the  secretary  of  State,  under  the  great  seal  of  the 
State,  shall  be  evidence  of  the  creation  of  the  corporation. 

11.  Date  of  corporate  life. — 1166.  The  existence  of  the 
corporation  shall  date  from  the  time  of  filing  the  charter,  and 
the  certificate  of  the  secretary  of  State  shall  be  evidence  of  the 
time  of  such  filing. 

Art.   3.     Powers  and  Duties  of  Corporations. 

12.  Powers. — 1167.  Every  corporation,  as  such,  has 
power : 

1.  To  have  succession  by  its  corporate  name,  for  the  period 
limited  in  its  charter,  and  when  no  period  is  limited,  for  twenty 
years. 

2.  To  maintain  and  defend  judicial  proceedings. 

3.  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure. 

4.  To  hold,  purchase,  mortgage  or  otherwise  convey  such 
real  and  personal  estate  as  the  purposes  of  the  corporation  shall 
require,  and  also  to  take,  hold  and  convey  such  other  property, 
real,  personal  or  mixed,  as  shall  be  requisite  for  such  corpora- 
tion to  acquire,  in  order  to  obtain  or  secure  the  payment  of  any 
indebtedness  or  liability  due  to  or  belonging  to  the  corporation. 

5.  To  appoint  and  remove  such  subordinate  officers  and 
agents  as  the  business  of  the  corporation  shall  require,  and  to 
allow  them  a  suitable  compensation. 

6.  To  make  by-laws,  not  inconsistent  with  existing  laws, 
for  the  management  of  its  property,  the  regulation  of  its  affairs, 
and  for  the  transfer  of  its  stock. 

7.  To  enter  into  any  obligation  or  contract  essential  to  the 
transaction  of  its  ordinary  affairs. 

8.  To  increase  or  diminish  by  a  vote  of  its  stockholders, 
cast  as  its  by-laws  may  direct,  the  number  of  its  directors  or 
trustees,*  to  be  not  less  than  three  nor  more  than  twenty- four, 
and  may,  in  like  manner,  change  its  corporate  name,  without 
in  any  wise  affecting  its  rights,  privileges  or  liabilities.  [As 
amended,  1872.] 

13.  Rights  saved  as  against  repeal.— 1 168.  That  all 
acts  performed,  and  rights  acquired  and  obhgations  incurred  by 
corporations,  under  the  authority  of  said  section  eleven  of  the 
act   to    which    this    is  amendatory,   are  hereby  saved  to   and 

*  See  No.  14,  Section  1169,  and  No.  19,  Section  11 77,  pp.  115,  116. 


Kansas.  115 

against  such  corporation,   notwithstanding  the  repeal  of  said 
section  eleven.      [In  effect  Mar.  21,  1872.] 

14.  Change  of  name  or  number  of  directors,  when 
vahd. — 1 169.  Such  change  of  name,  or  number  of  directors 
or  trustees,  shall  take  effect  and  be  in  force  from  the  date  at 
which  the  president  or  secretary  of  the  corporation  shall  file 
with  the  secretary  of  State  an  affidavit,  setting  forth  the  name 
adopted,  or  the  number  of  directors  or  trustees  fixed,  together 
with  the  date  at  which  such  change  in  name  or  number  of  direc- 
tors or  trustees  was  voted  by  the  stockholders  of  such  corpora- 
tion. 

15.  Change  of  name  to  be  published. — 1170.  When 
the  name  of  a  corporation  shall  have  been  changed,  as  provided 
in  this  article,  notice  of  such  change  shall  be  immediately  there- 
after published  by  the  president  or  other  chief  officer  of  the 
corporation,  for  six  successive  weeks,  in  some  newspaper  printed 
and  published  in  the  county  in  which  the  principal  office  of  the 
corporation  is  located,  and  if  there  be  no  newspaper  printed  and 
published  in  such  county,  then  in  some  newspaper  having  a  gen- 
eral circulation  therein. 

16.  Quorum.  Vacancies.  Annual  elections. — 1174. 
A  majority  of  the  directors  or  trustees  shall  constitute  a  quo- 
rum, and  be  competent  to  fill  vacancies  in  the  board  and  to 
transact  all  business  of  the  corporation.  An  annual  election 
shall  be  held  for  directors  or  trustees,  at  such  time  and  place  as 
the  by-laws  of  the  corporation  may  require. 

17.  Officers,  oath  of  office. — 1175.  The  directors  or 
trustees  shall  choose  one  of  their  number  president,  and  shall 
appoint  a  secretary  and  treasurer  of  the  corporation.  The  direc- 
tors or  trustees,  before  entering  upon  their  duties,  shall  each 
take  an  oath  or  affirmation  faithfully  to  discharge  the  duties 
of  his  office. 

18.  By-laws,    how    adopted   and    changed.— 1 176. 

The  directors  or  trustees  may  adopt  by-laws  for  the  govern- 
ment of  the  corporation;*  but  such  by-laws  may  be  altered, 
changed  or  amended  by  a  vote  of  the  stockholders,  at  an  elec- 
tion to  be  ordered  for  that  purpose  by  the  directors  or  trustees, 
on  the  written  application  of  a  majority  of  the  stockholders  or 
members. 

*  See  in  connection  with  religrious  corporations,  No.  33,  Section  1410,  p.  119. 


ii6  Religious  Corporations. 

19.  Directors,  increase  in  number. — 1177.  All  corpo- 
rations heretofore  created  and  now  in  existence  under  any  law 
in  (of)  this  State,  are  hereby  authorized  to  increase  the  number 
of  directors  or  trustees  of  any  such  corporation. 

20.  Failure  to  elect  does  not  dissolve. — 1178.  Incase 
it  should  happen  that  an  election  for  directors  or  trustees  should 
not  be  held  on  the  day  appointed  by  the  by-laws  of  any  cor- 
poration formed  under  the  provisions  of  this  act,  such  corpora- 
tion shall  not,  for  that  reason,  be  deemed  to  be  dissolved,  but  it 
shall  be  lawful  on  any  other  day  to  hold  a  meeting  and  elect  its 
directors  or  trustees  in  such  manner  as  shall  be  prescribed  by 
the  by-laws  thereof. 

21.  Religious  corporations,  powers  of  trustees. — 1 179. 
The  secular  affairs  of  a  religious  corporation  shall  be  under  the 
control  of  a  board  of  trustees,  to  be  elected  by  the  members  of 
such  corporation,  and  the  title  to  all  property  of  any  such  cor- 
poration shall  vest  in  such  trustees. 

22.  Duration,  how  extended. — 1182.  The  duration  of 
any  corporation  may  be  continued,  and  its  corporate  existence 
extended,  under  and  subject  to  the  general  laws  of  this  State, 
for  successive  periods  of  twenty  years,  or  for  such  length  of 
time  as  may  be  stated  in  its  certificate  therefor,  by  the  filing 
with  the  secretary  of  State,  at  any  time,  a  certificate  of  its 
desire  and  intention  to  extend  its  time  of  existence  as  aforesaid, 
signed  and  duly  acknowledged  before  some  proper  officer,  by 
the  president  and  secretary  of  such  corporation,  after  being 
authorized  by  its  board  of  directors  or  its  trustees,  and  approved 
by  two-thirds  of  its  stockholders,  in  writing,  or  by  a  two-thirds 
vote  of  its  stockholders  present  at  a  meeting  duly  and  legally 
called  and  held  for  that  purpose;  and  thereupon,  and  from  the 
date  of  the  filing  of  said  certificate,  the  time  of  the  existence 
of  such  corporation  shall  be  continued  and  extended  for  a 
further  period  of  twenty  years,  or  for  such  period  as  may  be 
set  forth  in  said  certificate,  with  all  the  powers,  rights,  and 
franchises,  and  subject  to  all  the  duties  and  obligations,  of  cor- 
porations of  its  class  by  the  general  laws  of  this  State.  Pro- 
vided, That  nothing  herein  contained  shall  be  held  or  construed 
to  extend  or  continue  to  any  corporation  organized  or  existing 
under  any  special  charter  or  any  general  or  special  law  of  the 
territory  of  Kansas,  any  special  franchise,  privilege,  immunity, 
or  exemption  not  possessed  by  corporations  organized  under 
the  general  law;  but  by  accepting  or  availing  itself  of  the  pro- 


Kansas.  117 

visions  of  this  act,  any  such  corporation  shall  be  deemed  and 
held  to  waive  and  surrender  any  and  all  such  special  franchises, 
privileges,  immunities  and  exemptions. 

23.  Property,  limitation  upon  use  of. — 1183.  No  cor- 
poration created  under  this  act  shall  employ  its  stock,  means, 
assets,  or  other  property,  directly  or  indirectly,  for  any  other 
purpose  whatever,  than  to  accomplish  the  legitimate  objects  of 
its  creation. 

24.  Debts  of  members  may  be  recovered. — 1188.  All 
bodies  corporate  may  sue  for,  recover  and  receive  from  their 
respective  members,  all  arrears  or  other  debts,  dues  and  other 
demands  which  now  are,  or  hereafter  may  be,  owing  to  them, 
in  like  mode,  manner,  and  form,  as  they  might  sue  for,  recover 
and  receive  the  same  from  any  person  who  might  not  be  one  of 
their  body. 

25.  General  office    to  be  within  the  State. — 1190. 

Every  corporation  created  by  or  existing  under  the  laws  of  this 
State  shall  have  and  keep  a  general  office  for  the  transaction 
of  business,  and  shall  keep  such  office  within  this  State ;  and 
shall  have  at  least  three  of  its  directors  citizens  and  residents 

of  this  State At  such  general  office  shall  be  kept  the 

records  and  books  of  the  corporation 

Art.  4.     Miscellaneous  Provisions. 

26.  Misnomer  does  not  defeat  gifts,  etc. — 1197.  No 
misnomer  of  any  corporation  shall  defeat  or  vitiate  any  gift, 
grant,  conveyance,  devise  or  bequest  to  the  same;  nor  shall  a 
change  in  the  name  of  a  corporation  prejudice  any  person  not 
having  actual  notice  thereof. 

27.  Lands,  how  conveyed. — 1198.  Any  corporation 
may  convey  lands  by  deeds,  sealed  with  the  common  seal  of  the 
corporation,  and  signed  by  the  president,  vice-president,  pre- 
siding member  or  trustee  of  said  corporation;  and  such  deed, 
when  acknowledged  by  such  officer  to  be  the  act  of  the  corpo- 
ration, or  proved  in  the  same  manner  provided  for  other  con- 
veyances of  lands,  may  be  recorded  in  like  manner  and  with 
the  same  effect  as  other  deeds.  And  that  all  deeds  purporting 
to  convey  real  estate,  provided  by  this  section,  and  heretofore 
signed  and  acknowledged  by  the  vice-president  of  such  corpo- 
ration and  sealed  as  herein  stated,  shall  have  the  same  force 


ii8  Religious  Corporations. 

and  effect  as  if  the  same  had  been  signed  by  the  president 
thereof.  (As  amended  by  laws  1887,  Chap.  118,  §  i ;  took  effect 
March  18,  1887.) 

28.  Records  to  be  evidence. — 1199.  The  records  of 
any  company,  incorporated  under  the  provisions  of  any  statute 
in  (of)  this  State,  or  copies  thereof  duly  authenticated  by  the 
signature  of  the  president  and  secretary  of  such  company, 
under  the  corporate  seal  thereof,  shall  be  competent  evidence 
in  any  action  or  proceeding  to  which  such  corporation  may  be 
a  party. 

Art.  5.     Dissolution  of  Corporations.* 

29.  How  ordinarily  effected. — 1200.  A  corporation  is 
dissolved — first,  by  the  expiration  of  the  time  limited  in  its 
charter,  second,  by  a  judgment  of  dissolution  rendered  by  a 
court  of  competent  jurisdiction 

30.  Failure  to  operate  dissolves. — 1201.  Every  cor- 
poration created  under  this  act,  or  any  general  law  of  this  State, 
shall  commence  active  operations  within  five  years  after  filing 
its  charter  with  the  secretary  of  State,  and  in  default  thereof 
said  corporation  shall  become  and  be  dissolved. 

31.  Directors  to  be  trustees. — 1202.  Upon  the  dissolu- 
tion of  any  corporation  already  created  by  or  under  the  laws  of 
this  State,  unless  a  receiver  is  appointed  by  some  court  of  com- 
petent authority,  the  president  and  directors,  or  managers  of 
the  affairs  of  the  corporation,  at  the  time  of  its  dissolution,  by 
whatever  name  they  may  be  known  in  law,  shall  be  trustees  of 
the  creditors  and  stockholders  of  such  corporation,  with  full 
power  to  settle  the  affairs,  collect  the  outstanding  debts,  and 
divide  the  moneys  and  other  property  among  the  stockholders, 
after  paying  the  debts  due  and  owing  by  such  corporation  at 
the  time  of  its  dissolution,  as  far  as  such  money  and  property 
will  enable  them ;  and  for  this  purpose  they  may  maintain  or 
defend  any  judicial  proceeding. 

32.  Trustees,  liability  of. — 1203.  The  trustees  men- 
tioned in  the  last  section  shall  be  severally  responsible  to  the 
creditors  and  stockholders  of  such  corporation,  to  the  extent  of 
its  property  and  effects  that  shall  have  come  into  their  hands. 

*See  No.  20,  Section  1178,  p.  116. 


Kansas.  ua 

Art.    14.      Religious  Corporations. 

33.  How  incorporated.  Trustees  cannot  interfere 
with  spiritual  officers. — 1410-  Any  religious  society,  mili- 
tary or  fire  company,  literary,  charitable  or  benevolent  associa- 
tion, other  than  colleges,  universities,  academies,  or  semina- 
ries, ....  may  by  the  consent  of  a  majority  of  its  members 
become  bodies  corporate  under  this  act,  by  filing  the  charter 
required  by  this  act,  electing  directors  or  trustees,,  and  perform- 
ing the  things  as  are  directed  in  the  case  of  other  corporations; 
and  when  so  organized  shall  have  all  the  powers*  and  privileges 
and  be  subject  to  all  the  restrictions  in  this  act  contained,  for 
the  objects  named  in  the  charter,  and  shall  have  the  same  power 
to  make  by-laws  for  the  regulation  of  their  affairs  as  other  cor- 
porations, and  shall  have  power  to  adopt  a  by-law  to  reduce 
the  number  of  its  directors  or  trustees  to  not  less  than  three, 
and  to  incorporate  with  that  number,  and  to  prescribe  their 
term  of  office  and  to  do  and  perform  all  other  acts  in  accord- 
ance with  the  objects  of  the  said  lodges  respectively.  Such 
directors  or  trustees  shall  not  usurp  or  exercise  the  functions  of 
the  officers  in  charge  of  the  spiritual  affairs  of  any  society. 

34.  Charter,  contents  of.f — 141 1.  No  religious,  liter- 
ary, scientific,  industrial,  benevolent,  or  other  society,  associa- 
tion, company,  corporation  or  institution,  that  does  not  have  a 
capital  stock,  will  be  required,  in  its  charter,  to  make  any  state- 
ment of  the  amount  of  capital  stock  or  amount  of  each  share ; 
but  such  charter,  if  it  contains  the  other  statements  therein 
required,  and  also  an  estimate  of  the  value  of  goods,  chattels, 
lands,  rights,  and  credits  owned  by  the  corporation,  will  be 
sufficient. 

*See  No.  12,  Section  1167,  p.  114,  tSee  No.  7,  Section  1161,  p.  113. 


KENTUCKY. 


CONSTITUTION. 

[In  effect,  Sept.  28,  1891.] 

1.  Cestui  que  trust.    No  special  charters. — 59.    The 

General  Assembly  shall  not  pass  local  or  special  acts  concerning 
any  of  the  following  subjects,  or  for  any  of  the  following  pur- 
poses, namely: 

6.  To  affect  the  estate  of  cestui  que  trust.* — 17.  To  grant 
a  charter  to  any  corporation,  or  to  amend  the  charter  of  any 
existing  corporation 

2.  Constitution  to  be  accepted. — 190.  No  corporation 
in  existence  at  the  time  of  the  adoption  of  this  Constitution 
shall  have  the  benefit  of  future  legislation  without  first  filing  in 
the  office  of  the  secretary  of  State  an  acceptance  of  the  pro- 
visions of  this  Constitution. 

3.  Limitation  upon  business  and  real  estate. — 192. 
No  corporation  shall  engage  in  business  other  than  that  ex- 
pressly authorized  by  its  charter,  or  the  law  under  which  it 
may  have  been  or  hereafter  may  be  organized,  nor  shall  it  hold 
any  real  estate,  except  such  as  may  be  proper  and  necessary 
for  carrying  on  its  legitimate  business,  for  a  longer  period  than 
five  years,  under  penalty  of  escheat. 

4.  Office  and  agent  obligatory. — 194.  All  corporations 
formed  under  the  laws  of  this  State,  shall,  at  all  times,  have 
one  or  more  known  places  of  business  in  this  State,  and  an 
authorized  agent  or  agents  there,  upon  whom  process  may  be 
executed,  and  the  General  Assembly  shall  enact  laws  to  carry 
into  effect  the  provisions  of  this  section,  f 

*  This  applies  to  the  trust  clause  in  some  church  deeds. 
t  See  No.  13,  Section  571,  p.  122. 

(120) 


Kentucky.  121 

STATUTES,  1894.* 
Chap.  XVII.     Charitable  Uses  and  Religious  Societies. 

5.  Grants  valid. — 317.  All  grants,  convej-ances,  devises, 
gifts,  appointments  and  assignments  heretofore  made,  or  which 
shall  be  hereafter  made,  in  due  form  of  law,  of  any  lands,  ten- 
ements, rents,  annuities,  profits,  hereditaments,  goods,  chattels, 
money,  stock,  or  choses  in  action,  for  the  relief  or  benefit  of 
aged  or  impotent  and  poor  people,  ....  schools  of  learning, 
seminaries,  colleges,  ....  churches,  hospitals,  orphans,  or  for 
any  other  charitable  or  humane  purpose,  shall  be  valid,  if  the 
grant,  conveyance,  devise,  gift,  appointment,  or  assignment  shall 
point  out,  with  reasonable  certainty,  the  purposes  of  the  charity 
and  the  beneficiaries  thereof,  except  as  hereinafter  restricted. 

6.  Charity  not  defeated  for  want  of  trustee. — 318. 
No  charity  shall  be  defeated  for  the  want  of  a  trustee  or  other 
person  in  whom  the  title  may  vest;  but  courts  of  equity  may 
uphold  the  same  by  appointing  trustees,  if  there  be  none,  or 
by  taking  control  of  the  fund  or  property,  and  directing  its 
management  and  settling  who  is  the  beneficiary  thereof. 

7.  Limit  upon  real  estate. — 319.  No  church  or  society 
of  Christians  shall  be  capable  of  taking  or  holding  the  title, 
legal  or  equitable,  to  exceeding  fifty  acres  of  ground  ;  but  may 
acquire  and  hold  that  quantity  for  the  purpose  of  erecting 
thereon  houses  of  public  worship,  public  instruction,  parsonage 
or  grave-yard. 

8.  Trustees  to  be  appointed  by  beneficiary. — 320. 
The  society  may,  before  or  after  the  creation  of  the  charity, 
appoint  not  exceeding  three  trustees,  who,  and  their  successors, 
shall  be  vested  with  the  title,  legal  or  equitable,  to  such  prop- 
erty, for  the  use  of  such  society  ;  shall  enter  such  appoint- 
ment upon  its  record  book,  a  majority  concurring  therein,  and 
may  fill  vacancies  in  like  manner. 

9.  Trustees,  powers. — 321.  The  trustees,  or  a  majority 
of  them,  may,  in  their  own  names,  for  the  use  of  the  society, 
institute  and  prosecute  suits  to  recover  any  property,  real  or 
personal,  to  which  the  society  has  right;  and  may  defend  any 
suit  that  shall  be  instituted  against  the  trustees  or  society,  for 
or  touching  its  temporalities. 

*The  General  Laws  of  Virginia  in  force   1792,  remain  in  force  in  Kentucky  until 
repealed. 


122  Religious  Corporations. 

10.  Schism  or  division,  rights  of  parties. —  t,2^-  In  case 
a  schism  or  division  shall  take  place  in  a  society,  the  trustees 
shall  permit  each  party  to  use  the  church  and  appurtenances  for 
divine  worship  a  part  of  the  time,  proportioned  to  the  members 
of  each  party.  The  excommunication  of  one  party  by  the  other 
shall  not  impair  such  right,  except  it  be  done,  bona  fide^  on  the 
grounds  of  immorality. 

11.  Dissolution,  title,  in  whom  vested. — 323.  If  any  so- 
ciety holding  lands  shall  dissolve,  the  title  to  such  land  and 
appurtenances  shall  vest  in  the  trustees  of  the  county  seminary 
in  which  the  land  may  lie,  for  the  use  of  such  seminary;  and  if 
there  be  no  such  seminary,  then  in  the  county  court,  for  the 
benefit  of  common  schools  in  the  county.  The  provisions  of 
this  chapter  shall  not  apply  to  the  society  called  Shakers,  who 
shall  have  the  same  right  to  acquire  and  hold  real  estate  as  they 
have  had  prior  to  the  passage  of  this  law. 

12.  Sale  of  property  for  reinvestment. — 324.  It  shall 
be  competent  for  the  circuit  court  of  the  county  in  which  the 
real  estate  held  in  the  manner  mentioned  in  this  chapter  is 
situate,  to  adjudge  a  sale  of  the  same  for  the  purpose  of  rein- 
vestment in  similar  property  in  the  same  county,  and  for  the 
same  uses,  trust  and  purposes;  but  such  judgment  shall  only  be 
rendered  upon  petition  in  equity  made  by  the  proper  parties, 
setting  forth  the  reasons  why  such  sale  would  be  proper  and 
equitable,  which  may  be  controverted ;  and  when  it  shall  also 
appear  that  such  sale  will  not  violate  any  reserved  rights  or 
qualifications  or  limitations  expressed*  in  the  dedication  or  grant. 

Chap.  XXXII.   Corporations — Private.* 
[Act  Aprils,  1893.] 
Art.  I.   General  Provisions. 

13.  Office  and  agent  obligatory.    Penal ty.f— 571.  All 

corporations,  except  foreign  insurance  companies,  formed  under 
the  laws  of  this  or  any  other  State,  and  carrying  on  any  business 
in  this  State,  shall  at  all  times  have  one  or  more  known  places 
of  business  in  this  State,  and  an  authorized  agent  or  agents 
thereat,  upon  whom  process  can  be  served ;  and  it  shall  not  be 
lawful  for  any  corporation  to  carry  on  any  business  in  this 
State,  until  it  shall  have  filed  in  the  office  of  the  secretary  of 

*  See  No.  i8,  Sec.  883,  p.  124.  t  See  No.  18,  Sec.  883,  p.  124. 


Kentucky.  123 

State  a  statement,  signed  by  its  president  or  secretaiy,  giving 
the  location  of  its  office  or  offices  in  this  State,  and  the  name  or 
names  of  its  agent  or  agents  thereat,  upon  whom  process  can 
be  served ;  and  when  any  change  is  made  in  the  location  of  its 
office  or  offices,  or  in  its  agent  or  agents,  it  shall  at  once  file 
with  the  secretary  of  State  a  statement  of  such  change ;  and  the 
former  agent  shall  remain  agent  for  the  purpose  of  service  until 
statement  of  appointment  of  the  new  agent  is  filed ;  and  if  any 
corporation  fails  to  comply  with  the  requirements  of  this  section, 
such  corporation,  and  any  agent  or  emploj^e  of  such  corporation, 
who  shall  transact,  carry  on,  or  conduct  any  business  in  this 
State  for  it,  shall  be  severally  guilty  of  a  misdemeanor,  and 
fined  not  less  than  one  hundred  nor  more  than  one  thousand 
dollars  for  each  offense. 

Art.  VIII.    Religious,  Charitable  and  Educational 

Institutions. 

14.  How  incorporated.  Contents  of  articles. — 879. 
Any  number  of  persons  may  associate  to  form  a  corporation, 
society  or  association,  having  no  capital  stock,  for  religious, 
charitable,  educational,  or  any  other  lawful  purpose,  from  which 
no  private  pecuniary  profit  is  to  be  derived.  Such  persons  shall 
sign  articles  of  incorporation,  and  the  same  shall  be  filed  in  the 
office  of  the  secretary  of  State,  and  recorded  in  the  county 
clerk's  office  of  the  county  where  the  principal  place  of  business 
of  the  corporation  is  located.  The  articles  shall  set  forth  the 
name  of  the  proposed  corporation,  society  or  association,  which 
shall  not  be  the  name  of  any  existing  corporation,  and  the  object 
for  which  it  is  formed,  and  such  other  facts  as  the  signers  of  the 
articles  deem  proper  to  mention. 

15.  Certificate  validates  incorporation.  Powers. 
Trusts  protected. — 880.  When  the  articles  are  filed,  and  re- 
corded as  provided,  and  certificate  of  that  fact  is  issued  by  the 
secretary  of  State,  the  signers  of  the  articles,  their  associates 
and  successors,  shall  be  a  body  corporate  and  politic,  and  by  the 
name  selected  shall  have  the  right  to  sue  and  be  sued,  contract 
and  be  contracted  with,  have  and  use  a  common  seal,  and  alter 
the  same  at  pleasure;  and  to  receive  and  hold  such  property, 
real  and  personal,  whether  obtained  by  purchase,  gift  or  devise, 
as  may  be  necessary  to  carry  on  or  promote  the  objects  of  the 
corporation,  society  or  association,  and  may  sell  and  dispose  of 
such  property  at  pleasure,  unless  the  property  has  been  received 


124  Religious  Corporations. 

as  a  gift  or  devise  for  some  special  purpose,  and  if  so  received, 
it  shall  be  used  and  applied  only  for  such  purpose. 

16.  By-laws.  Limitation  upon  powers. — 88 1.  Corpo- 
rations, associations  or  societies  organized  under  this  act  may- 
adopt  such  rules  for  their  government  and  operation,  not  incon- 
sistent with  law,  as  the  directors,  trustees  or  managers  deem 
proper,  but  shall  not  be  operated,  managed  or  used  for  private 
gain,  or  engage  in  any  plan  or  scheme  of  banking  or  insurance. 

17.  Amendments,  how  effected. — 882.  Existing  corpo- 
rations, associations  or  societies  heretofore  incorporated  or 
chartered,  and  not  operated,  managed  or  used  for  private  profit, 
and  such  as  may  become  organized  under  this  act,  may,  by  the 
consent  of  two-thirds  of  the  directors,  managers  or  trustees, 
amend  any  part  of  the  charter  or  articles  of  incorporation  by 
filing  and  recording  the  amendment  in  the  manner  herein  pro- 
vided for  filing  and  recording  original  articles. 

18.  Provisions  of  general  law  not  applicable,  except 
as  to  agent. — 883.  Corporations,  associations  or  societies 
organized  under  this  act  shall  not  be  subject  to  any  of  the  laws 
relating  to  corporations  having  a  capital  stock,  or  organized  for 
pecuniary  profit,  except  that  requiring  an  agent  on  whom  pro- 
cess may  be  executed,  but  shall  at  all  times  be  subject  to  visita- 
tion by  the  Legislature.* 

*See  No.  13,  Sectioa  571,  p.  122. 


LOUISIANA. 

CONSTITUTION. 
[In  effect  Dec.,  1879.] 

1.  Powers  of  General  Assembly. — 234.  The  General 
Assembly  shall  not  remit  the  forfeiture  of  the  charter  of  any 
corporation  now  existing,  nor  renew,  alter  or  amend  the  same, 
nor  pass  any  general  or  special  law  for  the  benefit  of  such  cor- 
poration, except  upon  the  condition  that  such  corporation  shall 
thereafter  hold  its  charter  subject  to  the  provisions  of  this  Con- 
stitution. 

2.  Limitation  on  business  and  real  estate. — 237.  No 
corporation  shall  engage  in  any  business  other  than  that  ex- 

>  pressly  authorized  by  its  charter  or  incidental  thereto,  nor  shall 
it  take  or  hold  any  real  estate  for  a  longer  period  than  ten  years, 
except  such  as  may  be  necessary  and  proper  for  its  legitimate 
business  or  purposes. 

3.  General  laws  to  be  enacted. — 247.  General  laws 
shall  be  enacted  providing  for  the  creation  of  private  corpora- 
tions, and  shall  therein  provide  fully  for  the  adequate  protec- 
tion of  the  public  and  of  the  individual  stockholder. 


REVISED  CIVIL  CODE,  1888. 
Title  X.     Of  Corporations. 

Chap.  I.     Of    the    Nature  of  Corporations,   of  their  Use 

AND  Kinds. 

4.  Two  classes. — 430.  Corporations  are  also  divided  into 
civil  and  religious,  and  this  distinction  results,  as  well  from  the 
quality  of  the  persons  who  generally  compose  these  kinds  of 
corporations,  as  from  the  difference  of  the  object  of  their  estab- 
lishment. 

(125) 


126  Religious  Corporations. 

5.  Religious  corporations  defined. — 431.  Religious 
corporations  are  those  whose  establishment  relates  only  to 
religion;  such  are  the  congregations  of  the  different  religious 
persuasions. 

Chap.   II.     Of  the  Rights  and  Privileges  of  Corporations, 

AND    OF    their    INCAPACITIES. 

6.  Authorization  and  name. — 432.  Corporations  must 
not  only  be  authorized  by  the  Legislature,  or  established  accord- 
ing to  law,  but  a  name  must  be  given  to  them :  and  it  is  in  that 
name  they  must  sue  or  be  sued,  and  do  all  their  legal  acts, 
although  a  slight  alteration  in  this  name  be  not  important. 

7.  Powers. — 433.  This  section  deals  with  the  powers  of 
corporations.  See  therefore  Nos,  18  and  19,  Sections  680  and 
681,  p.  127. 

8.  Succession. — 434.  The  right  of  succession  also  is 
inherent  to  the  nature  of  corporations;  so  that  as  long  as  they 
exist  they  transmit  to  their  successors,  their  rights  and  their 
property. 

The  right  of  electing  in  the  manner  prescribed  by  law,  new 
members  in  the  stead  of  those  who  have  ceased  to  be  members 
of  the  corporation,  is  the  right  impliedly  attached  to  the  con- 
stitution of  every  regularly  established  corporation. 

9.  Estate  and  power  vested  only  in  corporation. — 

436.  The  estate  and  rights  of  a  corporation  belong  so  com- 
pletely to  the  body,  that  none  of  the  individuals  who  compose 
it,  can  dispose  of  any  part  of  them. 

In  this  respect  the  thing  belonging  to  a  body,  is  very 
different  from  a  thing  which  is  common  to  several  individuals, 
as  respects  the  share  which  every  one  has  in  the  partnership 
which  exists  between  them. 

10.  Right  to  eject  officers. — 438-  From  the  circum- 
stance that  a  corporation  is  an  intellectual  being,  it  follows 
that  they  cannot  personally  transact  all  that  they  have  a  right 
legally  to  do,  as  has  been  above  observed ;  wherefore  it  becomes 
necessary  for  every  corporation  to  appoint  some  of  their  mem- 
bers to  whom  they  may  intrust  the  direction  and  care  of  their 
affairs,  under  the  name  of  mayor,  president,  syndics,  directors 
or  others,  according  to  the  statutes  and  qualities  of  such  corpo- 
ration. 


Louisiana.  127 

11.  Officers,  duties  and  powers.— 439-  The  attorneys 
in  fact  or  officers  thus  appointed  by  corporations  for  the  direc- 
tion and  care  of  their  affairs,  have  their  respective  duties 
pointed  out  by  their  nomination,  and  exercise  them  according 
to  the  general  regulations  and  particular  statutes  of  the  corpo- 
ration of  which  they  are  the  heads. 

These  attorneys  or  officers,  by  contracting,  bind  the  corpo- 
rations to  which  they  belong  in  such  things  as  do  not  exceed 
the  limits  of  the  administration  which  is  intrusted  to  them; 
their  act  is  supposed  to  be  the  act  of  the  corporation. 

If  the  powers  of  such  attorneys  or  officers  have  not  been 
expressly  determined,  they  are  regulated  in  the  same  manner 
as  those  of  other  agents. 

12.  Majority  rules. — 444.  In  corporations  the  act  of  the 
majority  is  considered  as  the  act  of  the  whole. 

13.  Unauthorized  corporations  must  act  in  name 
of  individuals. — 446.  Corporations  unauthorized  by  law  or 
by  an  act  of  the  Legislature,  enjoy  no  public  character,  and 
cannot  appear  in  a  court  of  justice,  but  in  the  individual  name 
of  all  the  members  who  compose  it,  and  not  as  a  political  body; 
although  these  corporations  may  acquire  and  possess  estates, 
and  have  common  interests  as  well  as  other  private  societies. 

Chap.  III.     Of  the  Dissolution  of  Corporations. 

14.  How  dissolved.— 447-  A  corporation  legally  estab- 
lished may  be  dissolved : 

1.  By  an  act  of  the  Legislature,  if  they  deem  it  necessary 
or  convenient  to  the  public  interest ;  Provided,  That  when  the 
act  of  incorporation  imports  a  contract,  on  the  faith  of  which 
individuals  have  advanced  money  or  engaged  their  property,  it 
can  not  be  repealed  without  providing  for  the  reimbursement 
of  the  advances  made,  or  making  full  indemnity  to  such  indi- 
viduals; 

2.  By  the  forfeiture  of  their  charter,  when  the  corporation 
abuses  its  privileges,  or  refuses  to  accomplish  the  conditions  on 
which  such  privileges  were  granted,  in  which  case  the  corpora- 
tion becomes  extinct  by  the  effect  of  the  violation  of  the  con- 
ditions of  the  act  of  incorporation. 


128  Religious  Corporations. 

REVISED  LAWS,  1884. 
[With  amendments  to  1895.] 

Corporations  for  Literary,   Scientific,   Religious  and 
Charitable  Purposes. 

15.  How  incorporated.    Contents  of  act.    Approval 
and  record. — 677.     Whenever   any   number   of  persons,    ex- 
ceeding- six,  may  be  desirous  of  forming  themselves  into  a  cor- 
poration or  body  politic,  for  any  religious,  scientific,  literary  or 
charitable  purpose,  and  to  acquire  and  enjoy  the  rights,  privi- 
leges and  powers  of  a  body  corporate  and  politic  in  law,  it  shall 
be  lawful  for  such  persons  to  prepare  and  sign  an  instrument, 
either  in  authentic  form  or  under  private  signature,  wherein 
they  shall  declare  and  specify  the  purposes  and  objects  of  such 
corporation;  the  name,  style  and  title  thereof;  the  place  chosen 
for  its  domicile ;  the  manner  in  which  such  managers  and  officers 
are  to  be  chosen ;  the  officer  on  whom  citations  may  be  served, 
and  the  length  of  time  during  which  the  corporation  shall  exist 
and  continue.     The  act  of  incorporation  shall  be  handed  to  the 
district  attorney  of  the  district  in  which  its  domicile  is  fixed,  for 
examination  as  to  its  legality,  and  should  he  be  of  opinion  that 
the  purposes  and  objects  of  the  corporation,  as  specified  in  said 
act,  are  legal,  and  that  none  of  the  provisions  therein  contained 
are  contrary  to  law,  he  shall  endorse  his  opinion  to  that  effect 
thereon.      The  act,  together  with  the  opinion  of  the  district  at- 
torney,   shall   then   be   recorded   in   the   office   of  the  parish 
recorder,  or  other  officer  performing  the  duties  of  parish  re- 
corder, which  act,  when  so  recorded,  shall  constitute  the  sub- 
scribers to  the  same,  their  associates  and  successors,  a  body 
politic  and  corporate,  for  the  purposes  and  objects  declared  and 
contained  in  the  act,  and  they  shall  have  continuance  and  suc- 
cession by  the  name,  style  and  title  as  set  forth  in  the  act,  a 
copy  of  which,  duly  certified  by  the  officer  in  whose  office  the 
same  is  recorded,  shall  be  full  and  complete  evidence  of  the 
contents  of  the  original  act. 

16.  Procedure  in  case  district  attorney  refuses.— 

678.  In  case  the  district  attorney  shall  neglect  or  refuse  to 
give  the  certificate  required  by  the  above  section,  the  applicant 
may  take  a  rule  on  him  in  the  district  court  of  the  parish  in 
which  it  is  intended  for  such  corporation  to  have  its  domicile, 
to  show  cause  within  ten  days  from  the  service  thereof  why  the 


Louisiana.  129 

applicant  should  not  be  created  a  corporation  according  to  the 
terms  and  conditions  set  forth  in  the  act  of  incorporation. 

Should  the  district  judge  be  of  opinion  that  the  purpose  and 
objects  of  the  corporation,  as  specified  in  the  act,  are  legal,  he 
shall  give  judgment  accordingly,  a  copy  of  which  judgment 
shall  be  recorded  with  the  act  in  the  office  of  the  recorder  of 
mortgages,  or  other  officer  exercising  his  duties,  in  lieu  of  the 
certificate  of  the  district  attorney. 

17.  Amendments,  how  made. — 679.  When  any  corpo- 
ration may  be  desirous  of  improving,  amending  or  altering  the 
articles  and  conditions  upon  which  the  corporation  may  be 
incorporated,  it  shall  be  lawful  for  such  corporation  in  like 
manner  to  draw  up  an  act  specifying  and  containing  the  altera- 
tions, improvements  or  amendments  which  they  desire  to  make 
to  the  original  act  of  incorporation,  which  act  shall  be  handed 
to  the  district  attorney  for  his  opinion  as  to  the  legality  of  the 
alterations,  amendments  or  improvements  proposed,  and  he 
shall  give  his  opinion  touching  the  legality  of  the  same ;  and  in 
case  of  the  refusal  or  neglect  of  the  district  attorney  to  give 
the  certificate  required,  the  parties  may  take  rule  on  him  to 
show  cause,  as  provided  in  the  preceding  section,  which  certifi- 
cate of  the  district  attorney  or  opinion  of  the  judge  shall  be 
recorded  in  the  manner  and  form  required  above. 

18.  Powers. — 680.  Such  corporation  shall  have  full 
power  and  authority  to  make,  have  and  use  a  common  seal, 
with  such  device  and  inscription  as  they  respectively  deem 
proper,  and  the  same  to  break,  alter  and  amend  at  their  pleas- 
ure, and  by  the  name,  style  and  title  by  them  respectively  pro- 
vided and  declared,  as  aforesaid,  shall  be  capable  in  law  to  sue 
and  be  sued,  and  shall  be  authorized  and  empowered  to  make 
rules,  by-laws,  and  ordinances,  and  to  do  everything  needful 
for  their  good  government  and  support  not  repugnant  to  the 
constitution  and  laws  of  the  United  States,  to  the  constitution 
and  laws  of  this  State,  or  to  the  instrument  upon  which  the 
corporations  respectively  are  formed  and  established. 

19.  Additional  powers. — 681.  Said  corporations  shall 
be  capable  in  law,  according  to  the  terms  and  conditions  upon 
which  such  corporations  are  formed  and  established,  to  take, 
receive  and  hold  all  manner  of  land,  tenement,  rents  and  here- 
ditaments, and  any  sum  of  money,  and  any  manner  and  por- 
tion of  goods  and  chattels,  given  and  bequeathed  unto  them  or 


130  Religious  Corporations. 

acquired  by  them  in  any  manner  respectively ;  to  be  employed 
and  disposed  of  according  to  the  objects,  articles  and  conditions 
of  the  instrument  upon  which  the  corporations  respectively  are 
formed  and  established,  or  according  to  their  articles  and  by- 
laws, or  of  the  will  and  intention  of  the  donors. 

20.  Limit  of  value  upon  property.  Bequests  in 
articulo  mortis. — 682.  No  corporation,  organized  by  au- 
thority of  this  act  shall  hold  property  of  a  value  exceeding 
three  hundred  thousand  dollars ;  Provided,  That  this  restriction 
shall  not  apply  to  corporations  organized  for  the  purpose  of 
receiving  donations  of  property  for  scientific,  literary  or  educa- 
tional purposes.  No  church  corporation,  or  minister  of  the 
gospel,  for  himself  or  the  benefit  of  a  church  corporation,  shall 
be  allowed  to  accept  a  bequest  made  in  articulo  mortis. 

Alterations  of  Charters  and  By-Laws. 
[Act  of  July  II,  1888.] 

21.  Alterations  lawful. —  i.  It  shall  be  lawful  for  any 
church,  congregation,  or  religious  or  charitable  corporation, 
incorporated  by  special  act,  of  the  General  Assembly  of  the 
State  of  Louisiana,  or  territory  of  Orleans,  to  change,  alter  or 
amend  its  name,  to  change  the  number  of  officers,  directors, 
trustees,  vestrymen,  wardens  and  employes  designated  in  its 
charter,  to  change  the  time  and  manner  of  choosing  such  offi- 
cers, directors,  trustees,  vestrymen,  wardens  and  employes 
to  determine  the  number  or  proportion  of  such  directors,  trus- 
tees or  vestrymen  necessary  to  constitute  a  quorum  for  the  trans- 
action of  business,  and  to  give  them  authority  to  make  and  alter 
by-laws  and  regulations  for  the  government  of  the  corporation ; 
to  change,  fix,  determine  and  declare  the  powers,  duties  and 
privileges  of  the  president,  rector,  pastor,  or  other  person  at 
the  head  of  such  corporation,  and  in  general  to  make  any 
change  or  alteration  in  its  charter  not  in  conflict  with  the  con- 
stitution and  laws  of  the  State  of  Louisiana;  Provided,  Such 
changes  or  alterations  may  be  made  in  the  manner  and  under 
the  terms  and  conditions  set  forth  in  this  act. 

22.  Alterations,  how  effected.— 2.  That  whenever  one- 
fourth  or  more  of  the  members  of  any  such  congregation  or 
corporation  shall  desire  to  change  the  name  thereof,  or  to  make 
any  change  or  alteration  as  mentioned  above,  or  to  change, 
alter  or  amend  the  charter  of  said  corporation,  they  shall  pre- 
pare a  written  or  printed  statement,  embodying  the  changes 


Louisiana.  131 

and  alterations,  which  they  desire  to  make,  and  shall  cause  a 
copy  of  such  statement  to  be  posted  in  the  meeting-house  or 
meeting-  room  of  said  church,  congregation  or  corporation, 
together  with  a  notice  calling  upon  the  members  thereof  to 
assemble  in  said  house,  or  room,  at  a  time  to  be  fixed  in  said 
notice,  for  the  purpose  of  considering  and  acting  upon  said  pro- 
posed changes,  amendments  and  alterations;  that  this  state- 
ment and  notice  shall  be  posted  at  least  thirty  days  prior  to  the 
date  fixed  in  said  notice,  and  shall  remain  posted  until  the  time 
named  therein,  and  attention  shall  be  called  thereto  by  the  offi- 
cer presiding  at  one  or  more  meetings  during  the  period  that 
said  notice  remains  posted ;  that  at  the  time  fixed  in  said  notice 
the  members  of  such  church,  congregation  or  corporation  shall 
assemble  in  said  room,  or  house,  to  act  upon  said  proposed 
changes  and  amendments;  that  such  members  shall  be  entitled 
to  act  at  said  meeting  in  person  or  by  proxy,  and  the  vote  shall 
be  taken  on  each  proposed  change  or  amendment  separately ; 
that  any  proposed  change  or  amendment  which  shall  fail  to 
receive  the  affirmative  votes  of  two-thirds  of  the  members 
present  and  represented,  shall  be  considered  as  rejected;  that 
all  such  proposed  changes  and  amendments  as  may  receive  the 
affirmative  votes  of  two-thirds  or  more  of  the  members  present 
and  represented  shall  be  submitted  to  the  district  attorney  of 
the  parish,  in  which  the  said  church,  congregation  or  corpora- 
tion is  domiciled,  for  examination  as  to  their  legality;  that 
should  said  district  attorney  be  of  opinion  that  the  changes  and 
alterations,  as  proposed,  are  legal,  and  that  none  of  the  pro- 
visions therein  contained  are  contrary  to  law,  he  shall  endorse 
his  opinion  to  that  effect  thereon,  two  of  the  officers  of  said 
congregation  or  corporation  shall,  by  act  before  a  notary  pub- 
lic, under  oath,  make  a  full  statement  and  declaration,  show- 
ing all  the  acts  and  doings  of  such  church,  congregation,  or 
corporation  in  the  premises,  containing  a  copy  of  the  endorse- 
ment of  the  district  attorney  and  concluding  with  a  copy  of  the 
charter  of  such  corporation  as  amended;  that  said  act  shall 
be  recorded  in  the  office  of  the  parish  recorder,  or  other  officer 
performing  the  duty  of  parish  recorder,  and  that  when  such 
record  has  been  made,  the  amended  charter,  as  contained  in 
said  act,  shall  constitute,  and  shall  be  taken  and  deemed  as  the 
charter  of  said  corporation. 

23.   Procedure  when  district  attorney  refuses. — 3. 

In  case  the  district  attorney  shall  neglect  or  refuse  to  give  the 


132  Religious  Corporations. 

certificate  required  by  the  foregoing  section  the  representatives 
of  said  corporation  may  take  a  rule  on  him  in  the  district  court 
of  the  parish  in  which  such  corporation  has  its  domicile,  to  show 
cause  within  ten  days  from  the  service  thereof  why  the  charter 
of  such  corporation  should  not  be  amended  as  proposed.  Should 
the  district  judge  be  of  opinion  that  the  proposed  amendments 
are  legal,  he  shall  give  judgment  accordingly,  and  in  lieu  of  the 
certificate  of  the  district  attorney  a  copy  of  said  judgment  shall 
be  set  forth  in  the  act  to  be  passed  and  recorded  as  provided  in 
the  foregoing  section. 


MAINE. 

CONSTITUTION— IV.     Part  3. 
[In  effect  Dec.  6,  1819.] 

1.  General  laws  to  be  enacted.  Exceptions. — 14.  Cor- 
porations shall  be  formed  under  general  laws,  and  shall  not  be 
created  by  special  acts  of  the  Legislature,  except  for  municipal 
purposes,  and  in  cases  where  the  objects  of  the  corporation  can- 
not otherwise  be  attained ;  and,  however  formed,  they  shall  for- 
ever be  subject  to  the  general  laws  of  the  State. 


REVISED  STATUTES,  1884. 

[With  Additions  to  1895.] 

Title  I.   Chap.  I.   Rules  of  Construction. 

2.  Acts  of  incorporation  are  public  acts.  Time-limit 
for  organization. — 26.  Acts  of  incorporation  shall  be  regarded 
in  legal  proceedings  as  public  acts,  and  be  in  force  on  the  date 
of  their  approval.  All  acts  of  incorporation  granted  since  Feb- 
ruary fifteen,  eighteen  hundred  and  seventy-one,  become  null 
and  void  in  four  years  from  the  day  when  the  same  take  effect, 
unless  such  corporations  shall  have  organized  and  commenced 
actual  business  under  their  charters. 

Title  II.   Chap.  XII.   Parishes  and  Religious  Societies. 

3.  Mode  of  calling  a  meeting  to  incorporate. — i.  Any 

persons  of  lawful  age,  desirous  of  becoming  an  incorporated 
parish  or  religious  society,  may  apply  to  a  justice  of  the  peace, 
who  shall  issue  his  warrant  to  one  of  them,  directing  him  to 
notify  the  other  applicants  to  meet  at  some  proper  place  ex- 
pressed in  such  warrant ;  and  he  shall  give  notice  of  such  meet- 
ing seven  days  at  least  before  holding  the  same,  by  posting  a 
notification  thereof  on  the  outer  door  of  the  meeting-house  or 
place  of  public  worship  of  such  society,  if  any,  otherwise  at  such 
place  as  the  justice  appoints. 

(133) 


134  Religious  Corporations. 

4.  Election  of  officers  incorporates.  Name. — 2.  Such 
persons  so  assembled  may  choose  a  clerk  and  other  needful 
parish  officers,  and  shall  thereupon  be  a  corporation,  bear  the 
name  which  they  assume,  and  have  all  the  powers  of  parishes 
and  religious  societies. 

5.  Powers.   Limitation  upon  property.   By-laws. — 3. 

Every  parish  may  take  by  gift  or  purchase  any  real  or  personal 
estate,  until  the  clear  annual  income  thereof  amounts  to  three 
thousand  dollars;  convey  the  same,  and  establish  by-laws  not 
repugnant  to  law. 

6.  Meetings,  how  called.  Officers.  Assessors. — 4. 
The  annual  or  other  meetings  of  such  parish  may  be  called  by 
its  assessors,  or  clerk,  to  be  held  at  the  time  when,  and  place  in 
the  town  where,  they  are  usually  held;  they  shall  be  notified  as 
prescribed  in  section  one,  or  in  the  manner  agreed  on  by  its 
vote;  and  at  such  meeting,  they  may  choose  a  clerk,  who  shall 
be  sworn,  two  or  more  assessors,  a  collector,  treasurer,  standing 
committee,  and  all  other  needful  officers.  The  assessors  shall 
manage  the  prudential  concerns  of  the  parish,  when  no  other 
persons  are  appointed  for  that  purpose,  and  shall  be  sworn. 

7.  Powers  of  moderator  of  meeting. — 5.  The  moder- 
ator of  any  meeting  shall  preserve  order,  manage  the  business, 
and  administer  the  oath  to  the  clerk  and  assessors. 

8.  When  meetings  may  be  called. — 6.  When  five 
members  of  any  parish  in  writing  request  the  assessors  to  call  a 
meeting,  or  to  insert  any  particular  article  in  the  warrant  there- 
for, they  shall  do  so. 

9.  Procedure  in  case  assessors  refuse. — 7.  If  they 
unreasonably  refuse,  any  justice  of  the  peace  on  like  application 
may  issue  his  warrant  to  one  of  the  applicants,  who  shall  notify 
such  meeting  as  prescribed  in  section  one,  or  as  agreed  on  by 
parish  vote. 

10.  When  no  meeting  for  three  years. — 8.  When  there 
has  been  no  meeting  of  such  parish  or  society  for  three  years,  a 
meeting  may  be  called  as  provided  in  section  thirty-four. 

11.  For  what  purposes  may  raise  money.  Assess- 
ments collectible. — 9.  Every  parish,  at  a  legal  meeting,  may 
raise  money  for  the  support  of  the  public  ministry  of  religion, 
for  building,  repairing,  or  removing  houses  of  public  worship, 


Maine.  i-- 

and  for  other  necessary  parish  charges;  and  it  may  be  assessed 
and  collected  like  State  taxes. 

12.  Assessments  may  be  levied  on  pews. — lo.  When 
a  house  of  public  worship  belongs  to  a  parish,  or  it  and  the  fee 
of  the  land,  on  which  it  stands,  is  vested  in  trus'tees  for  the  use 
of  a  parish,  such  parish  may  assess  any  money  raised  as  afore- 
said, wholly  or  partly,  on  the  pews  or  seats,  whether  owned  by 
members  of  such  parish  or  religious  society  or  not;  and  the 
owners  may  be  present  and  vote  in  raising  such  money. 

13.  Payment  enforced  by  sale  of  pews.— n.  When 
taxes  on  pews  and  seats  remain  unpaid  for  six  months  after 
their  assessment,  the  treasurer  shall  sell  them  at  auction,  first 
posting  notice  thereof  at  the  principal  outer  door  of  such  house 
of  worship,  three  weeks  before  the  time  of  sale,  stating  the 
numbers,  if  any,  of  the  pews  or  seats  and  the  amount  of  tax  on 
each ;  and  shall  execute  and  deliver  a  deed  thereof  to  the  pur- 
chaser, and  pay  to  the  owner  the  overplus,  after  deducting  the 
amount  of  tax  and  incidental  charges. 

14.  Effect  when  pew  owner  gives  notice  of  inten- 
tion not  to  occupy  pew. — 12.  Whenever  a  parish  or  church 
raises  its  current  expenses  by  assessment  on  its  pews,  any  pew 
owner  therein  who  shall  not  occupy  his  pew,  either  by  himself 
or  family,  or  rent  the  same,  may  give  a  written  notice  to  the 
clerk  of  the  parish  or  church,  or  to  the  parish  committee  or 
assessors,  of  his  intention  not  to  occupy  said  pew  for  one  year 
following  the  next  annual  meeting  of  said  parish  or  church,  in 
which  case  said  pew  owner  shall  not  be  liable  for  any  tax 
assessed  on  said  pew  during  said  year,  neither  shall  he  act  and 
vote  at  said  annual  meeting,  unless  he  retain  a  pew  for  the 
occupancy  of  himself  and  family,  and  the  parish  or  church  may 
let  said  pew  during  said  year,  and  appropriate  the  rent  to  the 
current  expenses  of  the  parish  or  church,  and  said  parish  or 
church  shall  not  sell  said  pew  for  taxes  assessed  during  that 
year. 

15.  Insurance  may  be  secured.    Application  of — 

13.  A  parish  in  the  actual  occupancy  of  a  church,  meeting- 
house, or  other  building  used  for  religious  purposes  may  insure 
it  against  loss  by  fire.  And  in  case  of  such  loss,  the  company 
insuring  shall  not  deny  the  occupancy  of  the  parish,  its  legal 
existence,  or  its  right  to  maintain  an  action  on  the  policy. 


136  Religious  Corporations. 

The  money  so  recovered  shall  be  held  by  the  parish  in  trust 
for  repairing  or  restoring  the  building,  and  shall  be  so  applied. 

16.  Admission  to  parish. — 14.  A  person  of  either  sex, 
of  lawful  age,  may  become  a  member  of  a  parish  or  religious 
society  by  vote  thereof  at  a  legal  meeting. 

17.  Persons  to  be  deemed  members. — 15.  Any  such 
person  residing  in  a  local  parish  holding  funds  derived  from 
this  State  or  Massachusetts,  shall  be  deemed  a  member  of  it 
until  he  dissolves  the  connection ;  such  person  having  resided 
in  such  parish  one  year,  after  he  has  arrived  at  majority,  with- 
out either  giving  written  notice  to  its  clerk  of  his  consent  to  be 
a  member  thereof,  or  paying  a  tax  or  subscription  according  to 
the  mode  that  said  parish  has  adopted  to  raise  money,  shall  be 
deemed  to  have  thereby  dissolved  his  connection  therewith; 
and  said  connection  shall  reinain  dissolved,  and  such  person 
shall  not  be  taxable  until  he  renews  the  connection  by  giving 
written  notice  to  its  clerk  of  his  consent  to  be  a  member  of  said 
parish ;  any  person  residing  in  a  local  parish  may  become  a 
member  of  such  parish  not  deriving  funds  from  the  State,  by 
giving  written  notice  to  its  clerk  of  his  intention  to  do  so  within 
one  year  after  he  is  of  age  or  removes  thereto. 

18.  No  person  compelled  to  belong  to  a  parish. 
Withdrawal. — 16.  No  such  person  shall  be  a  member  of  a 
parish  or  religious  society  without  his  consent;  and  any  person 
may  dissolve  his  connection  therewith  by  leaving  with  its  clerk 
a  certificate  of  his  intention  to  do  so ;  and  all  his  liability  for 
future  expenses  shall  thereby  cease;  but  he  may  be  taxed  for 
money  previously  raised,  except  in  case  of  removal  from  a  local 
parish. 

19.  Voters  at  parish  meetings. — 17-  No  such  person 
shall  vote  in  meetings  of  any  territorial  parish  who  is  not  the 
owner  or  occupant  of  a  pew  in  its  house  of  worship,  or  a  con- 
tributor to  its  support. 

20.  Deacons  of  churches  are  corporations. — 19.  The 

church  wardens  of  Episcopal  churches,  the  stewards  or  trus- 
tees of  the  Methodist  Episcopal  church,  and  the  deacons  of  all 
other  Protestant  churches,  are  so  far  corporations  as  to  take,  in 
succession,  all  grants  and  gifts  of  real  and  personal  estate,  made 
to  their  churches,  or  to  them  and  their  successors  ;  and  if 
the  ministers,  elders  or  vestry  are  joined  with  them  in  such 


Maine.  137 

•grants  or  gifts,  the  two  classes  of  ofificers  shall  be  corporations 
for  that  purpose.  Such  corporations  may  organize  as  corpora- 
tions, and  make  such  contracts  in  relation  to  such  estate,  its 
improvement  or  disposal,  as  they  may  be  authorized  under  the 
rules  of  their  church,  or  instructed  by  the  church  or  society  for 
which  they  hold  such  estate  in  trust  to  make,  which  contracts 
may  be  enforced  by  or  against  them,  as  in  other  cases  ;  Pro- 
vided, however,  that  no  disposal  of  such  estate  shall  be  made, 
inconsistent  with  the  terms  of  the  grant  by  which  it  is  held. 

21.  Ministers  and  officers,  powers  of.    Limitation. 

— 20.  The  ministers  of  a  parish  or  religious  society,  and  the 
deacons,  elders,  trustees,  stewards  and  other  presiding  officers 
of  a  religious  society  or  church,  having  by  its  usages,  no  settled 
minister,  may  take,  in  succession,  any  estate  granted  to  the 
minister  and  his  successors,  or  for  the  use  of  the  ministry,  or 
poor  of  the  church  ;  and  may  prosecute  and  defend  all  suits 
respecting  it;  but  they  shall  not  so  take  while  the  clear  annual 
income  of  prior  grants  is  three  thousand  dollars. 

22.  Power  to  convey  certain  church  estate  limited. 

— 2 1 .  No  conveyance  of  such  estate  by  a  minister  shall  be  valid 
longer  than  he  is  in  the  ministry;  or  by  such  deacons  or  other 
officers,  longer  than  they  are  in  office,  if  made  by  them  without 
consent  of  the  church,  or  by  church  wardens  without  the  con- 
sent of  the  vestry. 

23.  Records  open  to  inspection. — 22.  The  records  of 
a  parish  shall  be  open  to  the  inspection  of  its  members  and  to. 
clerks  of  other  parishes ;  and  each  clerk  shall  furnish  attested 
copies  thereof,  on  request,  for  a  reasonable  compensation. 

24.  Treasurer  may  be  appointed  collector,  and 
allow  discount. — 23.  When  a  parish  or  religious  society  law- 
fully raises  money  by  taxation,  it  may  appoint  its  treasurer  a 
collector  of  taxes,  who  shall  have  the  same  powers  of  a  town 
treasurer  who  is  collector;  and  it  may  allow  a  similar  discount 
on  taxes  paid  within  the  time  fixed  by  it  at  a  legal  meeting,  and 
the  treasurer  shall  give  like  public  notice  thereof;  and  all  other 
taxes  shall  be  collected  by  him  as  town  taxes  are.  When  such 
treasurer  and  collector  is  qualified,  the  assessors  shall  deposit 
with  him  a  list  of  the  taxes  with  their  wan-ant  for  their  collec- 
tion. 


13S  Religious  Corporations. 

Meeting-houses. 

25.  How  parish  may  become  owner  of  pews, — 25. 

When  it  is  deemed  expedient  by  any  organized  parish  to 
become  the  owner  of  the  pews  in  any  meeting--house  used 
by  it  as  a  place  of  regular  worship,  a  meeting  of  the  owners 
and  occupants  thereof  may  be  called  as  provided  in  section 
six,  and  a  majority  of  such  pew  owners  and  occupants  may 
vote  to  convey  the  pews  by  them  owned  or  occupied,  to  such 
parish. 

26.  Appraisal  of  pews  in  case  of  dissent. — 26.     Any 

owner  or  occupant  of  a  pew  in  such  meeting-house  who  ex- 
presses his  dissent  from  such  vote  in  writing  to  the  parish  clerk 
within  one  month  from  such  meeting  shall  have  his  pew  ap- 
praised as  provided  in  section  twenty-nine,  and  the  appraised 
value  shall  be  tendered  to  him,  and  he  shall  then  deliver  a  deed 
of  such  pew  to  the  parish.  If  such  disseui  is  not  expressed, 
said  pew  is  forever  forfeited  to  the  parish. 

27.  Persons  may  incorporate  to  hold  a  meeting- 
house.— 27.  Any  persons  for  the  purpose  of  erecting  a  meet- 
ing-house, or  the  majority  in  interest  of  the  owners  of  a  meet- 
ing-house, not  a  parish,  may  incorporate  themselves  as  parishes 
may ;  and  choose  all  officers  and  do  all  other  acts  that  a  parish 
may  lawfully  do. 

28.  Owners  may  repair  or  dispose  of  meeting- 
houses.— 28.  A  majority  of  the  pew  owners  or  proprietors  of 
a  meeting-house,  present  at  a  legal  meeting  called  for  that  pur- 
pose, may  repair,  remodel,  or  sell  and  convey  their  house  or  the 
land  used  with  it,  or  remove  or  rebuild  it.  Any  meeting  re- 
lating thereto  may  be  called  as  provided  in  section  thirty-one ; 
or  by  publishing  the  warrant  in  a  newspaper  printed  in  the 
county,  at  least  fourteen  days  before  the  meeting. 

29.  Appraisal  and  disposal  of  pews.  Proceeds  of 
sale.  Taxes  and  agents. — 29.  Before  such  alteration  or  sale 
is  made,  an  appraisal  of  the  relative  value  of  the  pews  shall  be 
made  by  three  discreet  persons,  under  oath,  to  be  elected  by 
ballot  at  a  legal  meeting  of  said  owners  or  proprietors.  If  a 
sale  of  said  house  and  land  is  made,  it  may  be  private  or  pub- 
lic, as  such  meeting  determines,  and  the  proceeds  shall  be  ap- 
plied to  pay  the  expenses  of  said  sale  and  the  debts  and  just 
claims  against  the  property;  and  the  balance  shall  be  paid  to 


Maine.  i^'j 

the  pev7  owners  or  proprietors,  in  proportion  to  their  interest 
by  the  appraisal. 

If  the  meeting  house  is  altered  or  rebuilt,  the  appraisers, 
after  the  work  is  completed,  shall  assign  pews  to  the  former 
pew  holders,  to  conform  as  nearly  as  practicable  to  those  for- 
merly held  by  them ;  and  the  other  pews  may  be  sold  to  defray 
the  expenses  of  the  repairs  and  alterations,  or  to  be  otherwise 
disposed  of  as  the  proprietors  or  pew  owners  determine.  They 
may  choose  officers,  raise  and  assess  taxes  on  the  pews,  col- 
lect them  for  making  such  repairs  and  alterations,  do  all 
things  that  a  parish  may  do,  and  appoint  some  suitable  agent 
or  agents  to  make  such  sale  and  conveyance,  or  repairs  and 
alterations,  and  a  treasurer  or  trustees  to  receive  and  distribute 
the  proceeds  of  sale  in  manner  aforesaid. 

30.  Proprietors  dissenting  entitled  to  their  interest. 

— 30.  When  it  is  decided  to  repair,  remodel,  or  rebuild  a  meet- 
ing-house, any  owner  or  proprietor  dissenting  from  the  action 
of  the  majority  and  declining  to  take  an  interest  in  the  house 
as  altered,  may  demand  and  receive  of  such  majority  the  ap- 
praised value  of  his  interest,  after  deducting  his  proportion  of 
debts  against  the  property,  to  be  recovered  in  an  action  for 
money  had  and  received ;  which  shall  not  be  commenced  until 
thirty  days  after  such  demand,  nor  after  the  lapse  of  a  year 
after  such  notice  is  posted  for  three  successive  weeks  on  the 
meeting-house  door  and  some  other  conspicuous  place  in  its 
precinct,  stating  the  persons  to  whom  the  money  is  to  be  paid, 
the  amount  payable  to  each,  and  the  time  limited  for  payment. 
If  said  sums  are  not  demanded  within  said  time,  they  are  for- 
feited to  the  majority  for  parish  UvSes.  But  this  section  does 
not  apply  to  any  case  where  the  repairs  decided  upon  are  only 
such  as  are  necessary  to  keep  such  meeting-house  in  a  tenant- 
able  condition. 

31.  Owners  of  meeting-houses  and  pews  may  incor- 
porate.— 31.  The  owners  of  a  meeting-house  or  building  for 
public  worship,  and  the  pew  owners,  may  be  incorporated,  when 
any  three  or  more  of  them  apply  therefor  to  a  justice  of  the 
peace,  who  shall  issue  his  warrant  to  one  of  them,  stating  the 
time,  place  and  purpose  of  the  meeting,  and  directing  him  to 
notify  said  owners  by  posting  a  certified  copy  of  it  fourteen 
days  on  the  principal  outer  door  of  such  building  and  in  one  or 
more  other  public  places  in  the  same  town. 


T40  Religious  Corporations. 

32.  Election    of  officers   incorporates.    Name. — 32. 

When  so  assembled,  they  may  choose  a  moderator  and  clerk, 
who  shall  perform  the  usual  duties  of  such  officers;  and  there- 
upon said  owners  shall  be  a  corporation,  and  be  known  by  such 
name  as  they  adopt,  and  they  may  agree  on  the  mode  of  calling 
future  meetings. 

33.  Rights  and  powers. — 33.  Such  corporation,  by  a 
major  vote  of  its  members,  may  use  and  control  its  meeting- 
house or  building  for  public  worship  partly  or  wholly  owned  by 
them,  as  they  please ;  but  nothing  in  this  and  the  two  preced- 
ing sections  shall  affect  the  rights  of  owners  of  houses  of  wor- 
ship, built  by  different  religious  denominations. 

34.  Meetings  of  owners,  how  called. — 34.  When  there 
has  been  no  meeting  of  the  incorporated  pew  owners,  or  proprie- 
tors or  owners  of  a  meeting-house,  or  building  for  public  wor- 
ship, for  three  years,  a  meeting  may  be  called  on  application  of 
three  or  more  members  thereof  to  a  justice  of  the  peace,  who 
shall  issue  his  warrant  to  one  of  them,  stating  the  time,  place 
and  purposes  of  the  meeting,  directing  him  to  notify  such  meet- 
ing by  posting  a  certified  copy  of  said  warrant,  three  weeks 
before  the  time  of  meeting,  on  the  principal  outer  door  of  such 
building,  and  in  one  or  more  public  places  in  the  same  town, 
and  publishing  it  in  a  newspaper  published  in  the  county,  if 
any,  otherwise  in  an  adjoining  county,  or  in  the  State  paper. 

35.  Division  of  time,  different  denominations  may 
obtain. — 35.  When  a  house  of  public  worship  is  owned  by  per- 
sons of  different  denominations,  and  when  an  organized  society, 
or  its  members,  own  five  pews  therein,  one  or  more  of  the 
minority  owning  not  less  than  five  pews  may  apply  to  a  justice 
of  the  peace  and  quorum  to  obtain  a  division  of  the  time  of 
occupying  the  house ;  and  he  shall  call  a  meeting  of  the  own- 
ers by  posting  a  notice  in  a  public  place  in  or  about  the  house, 
thirty  days  at  least  before  the  meeting,  stating  the  time,  place 
and  object  thereof. 

36.  Division  of  time,  procedure  to  obtain. — 36.    At 

such  meeting,  the  owners,  who  are  not  applicants,  or  if  they 
refuse  or  neglect,  the  justice  who  called  the  meeting,  may  des- 
ignate another  justice,  and  the  two  may  appoint  a  third  disinter- 
ested person,  not  an  inhabitant  of  the  town  in  which  the  house 
is  located,  or  belonging  to  the  denomination  of  either  party 


Maine.  141 

interested;  and  the  three  shall  be  a  board,  before  which  the 
owners  may  exhibit  the  amount  that  they  own  in  the  house;  the 
minority,  owning  at  least  five  pews,  shall  have  theirpart  allotted 
to  them,  as  nearly  as  may  be,  in  proportion  to  the  amount  that 
they  own  in  the  house ;  and  the  board  shall  designate  which 
weeks  in  each  year,  the  minority,  if  they  please,  may  occupy 
the  house;  if  they  do  not,  the  majority  may  occupy  it. 

37.  Division,  proportion  of  minority  to  be  appraised. 

— 37.  The  board  shall  appraise  the  value  of  the  minority's 
proportion  of  the  house,  make  a  record  of  their  proceedings, 
and  within  ten  days  cause  it  to  be  transcribed  into  the  records 
of  such  town. 

38.  Division,  expenses,  how  paid. — 38.  All  their  rea- 
sonable expenses  shall  be  paid  by  the  persons  who  requested 
the  division  ;  but  the  above  provisions  shall  not  affect  any 
agreement  now  in  force  as  to  the  mode  of  occupying  such 
house. 

39.  Division,  minority  may  occupy  their  proportion. 

— 39.  The  minority  may  occupy  the  house  for  their  allotted 
time,  unless  the  majority  purchase  their  interest,  by  paying  the 
minority  the  sum  at  which  it  was  appraised  by  the  board ;  but 
if  the  minority  decline  so  to  sell,  they  shall  not  avail  themselves 
of  the  four  preceding  sections. 

Title  IV.  Corporations  of  Various  Kinds. 
Chap.   46.     Corporations.* 

40.  Chapter  46  appUes  to  all  corporations. — i.  This 
chapter  applies  to  all  corporations  organized  by  special  acts  of 
the  Legislature  or  under  the  general  laws  of  the  State,  except  so 
far  as  it  is  inconsistent  with  such  special  acts  or  with  public 
statutes,  concerning  particular  classes  of  corporations. 

41.  Powers. — 2.  Corporations  may  sue  and  be  sued, 
plead  and  be  impleaded,  in  their  corporate  name;  have  a  com- 
mon seal  alterable  at  pleasure ;  elect  all  necessary  officers ;  pre- 
scribe their  duties  and  fix  their  compensation ;  make  by-laws 
consistent  with  the  laws  of  the  State  and  their  charters;  and 
hold  and  convey  lands  and  other  property. 

*  The  omitted  sections  either  substantially  duplicate  the  provisions  found  elsewhere, 
or  else  apply  only  to  corpoi'atious  having  a  capital  stock. 


142  Religious  Corporations, 

42.  By-laws,  contents  of. — 6.  Corporations  may  deter- 
mine by  their  by-laws,  the  manner  of  calling  and  conducting 
meetings;  the  number  of  members  that  constitute  a  quorum; 
....  the  tenure  of  the  several  officers;  ....  and  may  en- 
force such  by-laws  by  penalties  not  exceeding  twenty  dollars. 


43.  Officers  hold  over  until  successors  are  elected. 
Majority  of  members  may  object  to  irregular  election. 

— 8.  When  a  corporation  fails  to  hold  its  annual  meeting  on 
the  day  appointed,  the  officers  of  the  preceding  year  continue 
in  the  exercise  of  their  duties,  and  their  acts  are  legal,  until 
other  officers  are  chosen  and  qualified  in  their  stead.  When, 
upon  due  notice  given,  officers  are  regularly  elected  on  any 
other  day  than  that  of  the  annual  meeting,  they  shall  hold  their 
offices  and  perform  their  duties  as  if  chosen  on  that  day,  unless 
a  majority  of  the  corporate  members  file  with  the  clerk,  within 
six  months  after  such  election,  written  objections  thereto,  and 
their  acts  shall  be  considered  legal,  until  others  are  chosen  and 
qualified  in  their  stead. 

44.  Special  meeting  for  election  of  officers,  provi- 
sions.— g.  When  such  a  notice  is  filed,  the  clerk  shall  call  a 
meeting  of  the  corporation,  at  such  time  and  place  as  he 
appoints,  and  give  the  notice  required  for  an  annual  meeting, 
stating  in  it  the  fact  that  objections  have  been  filed,  and  the 
purpose  of  the  meeting;  and  officers  elected  at  such  meeting 
shall  hold  their  offices,  and  their  acts  shall  be  considered  legal, 
until  other  officers  are  chosen  and  qualified  in  their  stead. 

45.  Clerk  of  corporation  to  file  certificate  of  his 
election. —  n.  The  clerk  of  a  corporation,  within  twenty  days 
after  acceptance  of  the  office,  shall  file  a  certificate  of  his  elec- 
tion in  the  registry  of  deeds  in  the  district  where  the  corpora- 
tion is  established,  or  where  it  has  a  place  of  business,  or  a 
general  agent;  and  an  attested  copy  of  such  certificate  shall  be 
sufficient  evidence  that  he  is  clerk,  for  service  of  process  upon 
the  corporation,  until  another  certificate  has  been  filed. 

46.  Existence  of  dissolved  corporations  extended  for 
three  years.* — 24.  Corporations,  whose  chaiteis  expire  or 
are  otherwise  terminated,  have  a  corporate  existence  for  three 

*  The  sections  providing  for  dissolution  are  Nos.  25  to  29  and  54,  and  appear  to  apply 
only  to  corporations  having  a  capital  stock. 


Maine. 


143 


years  thereafter;  to  prosecute  and  defend  suits;  to  settle  and 
close  their  concerns;  to  dispose  of  their  property;  and  to  divide 
their  capitals. 

Title  IV.     Chap.  LV.      Libraries  and  Charitable  Societies. 

47.  Meeting  for  incorporation,  how  called. — i.  When 

seven  or  more  persons  desire  to  be  incorporated for 

any  moral,  religious  or  benevolent  purpose,  they  may  apply  in 
writing  to  any  justice  of  the  peace  in  the  county,  who  may  issue 
his  warrant  directed  to  one  of  said  applicants,  requiring  him  to 
call  a  meeting  thereof  at  such  time  and  place  as  the  justice 
appoints. 

48.  Notice  of  the  meeting,  how  given. — 2.  The  justice 
may  call  it,  by  reading  the  warrant  in  the  presence  and  hearing 
of  each,  or  by  leaving  an  attested  copy  thereof  at  his  last  and 
usual  place  of  abode,  at  least  fourteen  days  before  the  day  of 
meeting,  or  by  publishing  an  attested  copy  thereof  in  some 
newspaper  printed  in  said  county,  for  two  weeks  successively, 
the  first  publication  to  be  at  least  fourteen  days  before  the  day 
of  meeting. 

49.  Manner  of  organizing. — 3.  When  assembled  pursu- 
ant to  the  warrant,  they  may  organize  themselves  into  a  corpo- 
ration, adopt  a  corporate  name,  and  they,  their  associates  and 
successors  may  have  continual  succession ;  have  a  common  seal ; 
elect  all  necessary  officers ;  adopt  by-laws  not  inconsistent  with 
law,  and  enforce  the  same  by  suitable  penalties ;  have  the  same 
rights  and  be  under  the.  same  liabilities,  as  other  corporations, 
in  prosecuting  and  defending  suits  at  law;  and  enjoy  all  other 
rights,  privileges,  and  immunities,  of  a  legal  corporation. 

50.  What  estate  may  be  held.  Purposes. — 4.  Such 
corporation  may  take  and  hold  by  purchase,  gift,  devise,  or 
bequest,  personal  or  real  estate,  in  all  not  exceeding  in  value 
one  hundred  thousand  dollars,  owned  at  any  one  time,  and  may 
use  and  dispose  thereof  only  for  the  purposes  for  which  the 
corporation  was  organized. 

51.  Charitable  corporations  not  to  sue  members  or 
be  sued  by  them. — 5.  No  corporation,  organized  for  chari- 
table or  benevolent  purposes,  shall  sue  any  of  its  members  for 
dues  or  contributions  of  any  kind,  or  be  sued  by  any  member 

14 


144  Religious  Corporations. 

for  any  benefit  or  sum  due  him,  but  all  such  rights  and  benefits, 
dues  and  liabilities,  shall  be  regulated  and  enforced  only  in 
accordance  with  its  by-laws. 

Ministerial  and  School  Lands. 

52.  Sections  40  to  54,  chap,  xii,  title  ii,  relate  to  Ministe- 
rial and  School  Lands  and  funds  arising  therefrom. 

Particular  Denominations. 

53.  The  bishop  of  the  Protestant  Episcopal  Church  in 
the  Diocese  of  Maine  has  been  declared  to  be  a  corporation  sole. 
See  Acts  of  1893,  chap.  534.  Chap,  xii,  Sec.  24,  makes  the 
overseers  of  Quaker  societies  to  be  trustees. 

Church  Property  Having  no  Legal  Custodian. 

[Act  of  March  12,  1895.] 

54.  How  disposed  of. — Where  any  property  in  this  State 
dedicated  and  ordained  for  pious  uses,  has  no  proper  or  legal 
custodian,  so  that  it  is  becoming  wasted  and  the  utility  thereof 
is  lost,  upon  the  application  of  any  person  or  religious  society 
interested  in  having  such  property  preserved  and  applied  to 
the  uses  for  which  it  was  originally  intended,  the  attorney  gen- 
eral shall  file  a  bill  in  equity,  in  the  nature  of  an  information, 
against  such  property  and  all  persons  interested  therein,  pray- 
ing for  the  appointment  of  trustees  to  care  for  such  property 
and  for  the  proper  application  and  disposition  thereof,  and  the 
court  may  order  such  notice  as  seems  proper,  and  may  appoint 
receivers  or  trustees  therefor,  and  upon  final  decree,  may  order 
the  care,  custody,  sale,  application  or  disposal  of  such  property 
as  will  best  serve  the  purposes  for  which  it  was  originally 
intended.  The  court  may  convey  or  transfer  such  property  to 
any  religious  body  to  be  held  and  applied  for  the  purposes  of 
such  trust  as  the  court  may  declare;  and  it  shall  have  full 
power  to  treat,  care  for  and  dispose  of  the  same  in  furtherance 
of  such  pious  uses  as  may  seem  best  suited  to  the  case  and  sit- 
uation. 


MARYLAND. 


CONSTITUTION. 

[In  effect,  Oct.  5,  1867.] 

Declaration   of    Rights. 

1.  Sanction  of  Legislature  must  be  secured,  except 
for  five  acres. — 38.  That  every  gift,  sale,  or  devise  of  land, 
to  any  minister,  public  teacher  or  preacher  of  the  Gospel,  as 
such,  or  to  any  religious  sect,  order  or  denomination,  or  to,  or 
for  the  support,  use  or  benefit  of,  or  in  trust  for,  any  minister, 
public  teacher,  or  preacher  of  the  Gospel,  as  such,  or  any  re- 
ligious sect,  order  or  denomination ;  and  every  gift  or  sale  of 
goods,  or  chattels,  to  go  in  succession,  or  to  take  place  after 
the  death  of  the  seller  or  donor,  to  or  for  such  support,  use  or 
benefit;  and  also  every  devise  of  goods  and  chattels  to  or  for 
the  support,  use  or  benefit  of  any  minister,  public  teacher  or 
preacher  of  the  Gospel,  as  such,  or  any  religious  sect,  order  or 
denomination  without  the  prior,  or  subsequent,  sanction  of  the 
Legislature,  shall  be  void ;  except  always,  any  sale,  gift,  lease, 
or  devise  of  any  quantity  of  land,  not  exceeding  five  acres,  for 
a  church,  meeting-house,  or  other  house  of  worship,  or  parson- 
age, or  for  a  burying  ground,  which  shall  be  improved,  enjoyed, 
or  used  only  for  such  purpose ;  or  such  sale,  gift,  lease  or  de- 
vise shall  be  void. 

Article  III. 

2.  General  laws  to  be  enacted.  Charters  repeal- 
able. — 48.  Corporations  may  be  formed  under  general  laws, 
but  shall  not  be  created  by  special  act,  except  for  municipal 
purposes  and  except  in  cases  where  no  general  law  exists,  pro- 
viding for  the  creation  of  corporations  of  the  same  general  char- 
acter as  the  corporation  proposed  to  be  created,  and  any  act  of 
incorporation  passed  in  violation  of  this  section  shall  be  void ; 
all  charters  granted  or  adopted  in  pursuance  of  this  section, 
and  all  charters  heretofore  granted  and  created  subject  to  re- 
peal or  modification,  may  be  altered  from  time  to  time,  or  be 
repealed. 

(145) 


146  Religious  Corporations. 

STATUTES. 
Art.    XXIII.     Corporations.* 

Miscellaneous   Provisions. 

3.  Deeds   may   be    acknowledged    by  attorney. — 

I.  Any  corporation  may  acknowledge  any  deed  which  such 
corporation  has  the  power  to  make,  by  attorney  appointed  by 
such  corporation,  under  the  seal  thereof,  and  such  appointment 
may  be  embodied  in  the  deed. 

4.  Majority  of  board  validates  acts. — 3.  When  the 
corporate  powers  of  any  corporation  incorporated  under  the 
laws  of  this  State,  are  directed  by  its  charter  or  certificate  of 
incorporation  to  be  exercised  by  any  particular  body,  or  number 
of  persons,  a  majority  of  such  body  of  persons,  if  it  be  not 
otherwise  provided  in  the  charter  or  certificate  of  incorporation, 
shall  be  a  sufficient  number  to  form  a  board  for  the  transaction 
of  business,  and  every  decision  of  a  inajority  of  the  persons 
duly  assembled  as  a  board,  shall  be  valid  as  a  corporate  act. 

5.  Copy  of  by-law  to  be  evidence. — 4-  A  copy  of  any 
by-law  of  any  corporation  incorporated  under  the  laws  of  this 
State,  under  its  seal  and  purporting  to  be  signed  by  the  presi- 
dent, secretary  or  treasurer  of  the  corporation,  shall  be  received 
as  prima  facie  evidence  of  such  by-law  in  the  courts  of  this 
State. 

6.  Records.  Annual  statement. — 5.  The  president 
and  directors  of  every  corporation  shall  keep  full,  fair  and  cor- 
rect accounts  of  their  transactions,  which  shall  be  open  at  all 
times  to  the  inspection  of  the  stockholders  or  members;  and 
they  shall  annually  prepare  a  full  and  true  statement  of  the 
affairs  of  the  corporation,  which  shall  be  certified  to  by  the 
president  and  secretary  and  submitted  at  the  annual  meeting 
of  the  stockholders  or  members. 

Provisions  for  the  Formation  of  Corporations. 

7.  Who  may  incorporate.  Purposes. — 14-  Corpora- 
tions may  be  formed  in  this  State,  under  the  provisions  herein- 
after set  forth,  by  any  five  or  more  persons,  citizens  of  the 
United  States,  and  a  majority  of  them  citizens  of  this  State,  or 
if  unnaturalized,  residents  of  this  State,  making  oath  that  they 
bona  fide  intend  to  become  citizens  of  the  United  States  with- 

*The  omitted  sections  relate  mainly  to  corporations  for  profit. 


Maryland.  147 

out  unreasonable  delay,  who  may  desire  to  form  a  body  corpo- 
rate or  politic,  for  any  of  the  following  purposes : 

Class  I.  For  the  creation  and  maintenance  of  educational, 
moral,  scientific,  literary,  dramatic,  musical,  social,  benevolent 
or  beneficial  societies  or  associations  of  all  descriptions  ;  of 
religious  or  charitable  societies  or  associations,  .  .  .  .  ;  Pro- 
vided^ such  corporations  are  located  in  this  State,  and  that  the 
property  which  they  possess  or  acquire  is  located  therein. 

8.  Trustees  are  corporators. — 40.  The  president  and 
directors,  or  trustees  or  managers,  for  the  time  being,  of  any 
corporation  of  any  of  the  descriptions  mentioned  in  class  one, 
that  has  been  or  may  be  formed  under  any  general  or  special 
law  of  this  State,  for  any  educational,  literary,  sanitary,  chari- 
table, benevolent  or  other  purpose  in  said  class  one,  shall,  for 
the  purpose  of  maintaining  due  succession  in  such  corporation, 
be  accounted  to  be  corporators  and  members  of  such  corpora- 
tion. 

General  Regulations.* 

9.  Certificate  of  incorporation.  Contents.  Limit  of 
corporate  life. — 42.  Any  five  or  more  persons,  citizens  of 
the  United  States,  and  a  majority  of  them  citizens  of  this  State, 
who  may  desire  to  form  a  corporation  for  any  of  the  purposes 
hereinbefore  referred  to,  shall  make,  sign,  seal  and  acknowledge 
before  some  officer  competent  to  take  the  acknowledgment  of 
deeds,  a  certificate  in  writing  in  which  shall  be  stated ; 

1.  The  names  in  full  and  places  of  residence  of  the  appli- 
cants. 

2.  The  proposed  corporate  name  of  the  corporation,  which 
shall  always  include  the  name  of  the  county  or  city  in  which  it 
may  be  formed. 

3.  The  object  or  purposes  for  which  incorporation  is 
sought,  the  time  of  its  existence,  not  to  exceed  forty  years,  and 
the  articles,  conditions  and  provisions  under  which  the  incorpo- 
ration is  formed ;  Provided^  That  the  limitation  as  to  the  dura- 
tion of  existence  of  corporations  formed  under  this  article  shall 
not  apply  to  gaslight  companies. 

4.  The  place  or  places  where  the  operations  of  the  corpo- 
ration are  to  be  carried  on,  and  the  place  in  this  State  in  which 
the  principal  office  of  the  corporation  will  be  located. 

5.  The  amount  of  capital  stock  (if  any)  of  the  corporation. 

•  The  omitted  sections  relate  mainly  to  corporations  for  profit. 


148  Religious  Corporations. 

6.  The  number  of  shares  of  stock  (if  any)  and  the  amount 
of  each  share. 

7.  The  number  of  trustees,  directors  or  managers,  and 
their  names,  who  shall  manage  the  concerns  of  the  corporation 
for  the  first  year. 

10.  Certificate  to  be  submitted  to  judge.— 43-  When 

saiS  certificate  is  executed,  it  shall  be  the  duty  of  the  persons 
executing  the  same  to  submit  it  to  one  of  the  judges  of  the 
judicial  circuit,  within  which  the  principal  or  any  other  office  of 
said  corporation  is,  under  said  certificate,  to  be  located,  if  it 
shall  be  located  in  one  of  the  counties  of  this  State,  or  to  one  of 
the  judges  of  the  supreme  bench  of  Baltimore  city,  if  the 
principal  office  of  said  corporation  shall  be  located  in  Baltimore 
city,  in  order  that  the  said  judge  may  determine  whether  the 
said  certificate  is  in  conformity  with  the  law ;  and  such  deter- 
mination, when  certified  by  the  said  judge  as  required  by  the 
next  succeeding  section,  shall  be  conclusive  evidence  that  such 
certificate  does  conform  to  the  law. 

11.  Certificate  to  be  recorded. — 44-  If  the  said  judge 
shall  so  determine,  he  shall  certify  his  said  determination  upon 
the  said  certificate,  which  shall  thereupon  be  recorded  in  the 
office  of  the  clerk  of  the  circuit  court  for  the  county  in  which 
the  principal  office  of  said  corporation  shall,  by  the  terms  of 
said  certificate,  be  located,  if  it  shall  be  located  in  one  of  the 
counties  of  this  State,  or  in  the  office  of  the  clerk  of  the  supe- 
rior court  of  Baltimore  city,  if  the  principal  office  of  said  cor- 
poration shall  be  located  therein;  and  the  said  certificate  shall 
be  recorded  in  a  book  provided  for  that  special  purpose. 

12.  Record  of  certificate  incorporates.— 45-  When 
the  said  certificate  shall  have  been  recorded,  the  persons  who 
have  signed  and  acknowledged  the  same,  and  their  successors 
shall,  according  to  the  objects,  purposes,  articles,  conditions 
and  provisions  in  said  instrument  contained,  become,  and  be  a 
body  politic  and  corporate,  in  fact  and  in  law,  by  the  name 
stated  in  such  certificate. 

13.  Copy  of  certificate  to  be  evidence. — 46.  A  copy 
of  such  certificate,  or  of  any  amendments  thereto,   or  of  any 

.  paper  relating  to  corporations,  which  is  required  by  law  to  be 
recorded,  when  certified  to  be  a  true  copy  by  the  clerk  of  the 
court  in  whose  office  the  same  is  recorded,  under  the  seal  of  his 
office,  shall  be  evidence  in  all  legal  proceedings,  and  in  all  the 
courts  of  this  State. 


Maryland,  149 

14.  Araendments,  how  made. — 47.  If  any  alteration  or 
amendment  of  the  articles  or  provisions  of  the  charter  of  any 
of  said  corporations,  shall  be  made  by  the  authority  of  the  cor- 
poration, such  alteration  or  amendment  shall  be  made  known, 
acknowledged  and  recorded  in  the  same  manner  as  prescribed 
in  the  sections  42,  43  and  44  of  this  article;  and  after  the  said 
alteration  or  amendment  shall  be  recorded,  the  same  shall  be 
taken  to  be  a  part  of  the  said  charter  or  instrument,  as  if  the 
same  had  originally  been  made  a  part  thereof. 

15.  Fees.  Endorsement  by  clerk  of  court. — 48.  The 
usual  fees  for  equal  or  similar  services  shall  be  received  by 
the  respective  clerks  under  this  article,  and  all  the  expenses  of 
procuring  the  charter  of  incorporation  and  recording  the  same, 
shall  be  borne  by  the  parties  respectively  applying  therefor; 
and  the  date  and  fact  of  recording  shall  be  endorsed  by  the 
clerk  on  every  original  instrument. 

16.  Powers,    general    provision.    Regulations.— 49. 

Every  corporation  incorporated  under  this  article  shall  have 
the  following  powers  and  be  subject  to  the  following  general 
regulations,  except  in  cases  where  the  special  provisions  relating 
to  any  particular  corporation  are  inconsistent  with  the  said  gen- 
eral regulations. 

17.  Succession. — 50.  Any  such  corporation  shall  have 
power:  i.  To  have  succession  by  its  corporate  name  for  the 
period  prescribed  by  law  or  by  the  certificate  evidencing  its  in- 
corporation where  the  said  certificate  is  in  accordance  with  law. 

18.  To  sue  and  be  sued. — 51.  2.  To  sue  and  be  sued, 
complain  and  defend  in  any  court  of  law  or  equity. 

19.  Seal. — 52.  3.  To  make  and  use  a  common  seal  and 
alter  the  same  at  pleasure. 

20.  Hold  property  and  conduct  business. — 53.     4.  To 

acquire  by  purchase  or  in  any  other  manner,  and  take,  receive, 
hold,  use,  employ,  manage,  mortgage,  dispose  of,  or  in  any 
manner  not  inconsistent  with  law,  deal  with  any  property,  real, 
personal  or  mixed,  and  situate  in  or  out  of  this  State,  which 
may  be  necessary  or  proper  to  enable  said  corporation  to  carry 
on  the  operations  or  fulfill  the  purposes  named  in  its  certificate 
of  incorporation,  and  generally  to  do  every  other  act  or  thing, 
not  inconsistent  with  law,  which  may  be  necessary  or  proper  to 


150  Religious  Corporations. 

promote  the  objects,  designs  and  purposes  for  which  said  cor- 
poration was  formed. 

21.  Appoint  officers  and  agents. — 54-  5-  To  appoint  a 
president  of  the  company  from  among  the  directors,  trustees 
or  managers,  and  to  appoint  such  officers  and  agents  as  the 
business  of  the  corporation  shall  require ;  to  allow  them  a  suit- 
able compensation,  require  security  for  the  faithful  discharge 
of  their  duties,  and  regulate  the  tenure  of  office  of  the  said 
officers. 

22.  By-laws,  how  made.  Must  be  confirmed  by- 
members. — 55.  6.  To  make  by-laws,  not  inconsistent  with 
law,  for  the  management  of  its  property,  the  regulation  of  its 
affairs,  and  for  the  transfer  of  its  stock,  if  any  such  stock  there 
be ;  for  the  forfeiture  of  stock  not  paid  for,  and  for  the  disposi- 
tion of  the  proceeds  thereof ;  for  the  calling  of  regular,  special 
and  general  meetings  of  the  directors,  managers  and  trustees 
of  said  corporation,  and  fixing  the  place  or  places  where  the 
same  shall  be  held,  and  to  provide  for  all  other  matters  which 
may  be  regulated  by  by-laws,  and  from  time  to  time  to  repeal, 
amend  or  reenact  the  same ;  but  every  such  by-law,  and  every 
repeal,  amendment  or  reenactment  thereof,  unless  in  the  mean- 
time confirmed  at  a  general  meeting  of  the  company,  duly 
called  for  that  purpose,  shall  only  have  force  until  the  next 
annual  meeting  of  the  company,  and  in  default  of  confirmation 
thereof,  shall,  from  that  time  only,  cease  to  have  force. 

The  stockholders,  or  members  of  the  corporation,  may,  at 
any  general  meeting,  make  by-laws,  which  shall  not  be  rescinded 
by  the  directors,  managers  or  trustees. 

23.  Only  charter  powers  to  be  exercised.— 56.     No 

corporation  shall  possess  or  exercise  any  corporate  powers, 
except  such  as  are  conferred  by  law,  and  such  as  shall  be  neces- 
sary to  the  exercise  of  the  powers  so  acquired. 

24.  Trustees  to  manage  property  and  to  be  elected 
by  members  annually.  Notice  of  meetings.— 57.  The 
stock,  if  any,  property  and  concerns  of  any  corporation,  for  whose 
creation  provision  is  made  in  this  article,  shall  be  managed  by 
such  number  of  trustees,  directors  or  managers  as  its  by-laws 
or  charter  shall  prescribe,  said  number  to  be  not  less  than  four 
nor  more  than  twelve,  who  shall  respectively  be  citizens  of  the 
United  States,  and  a  majority  of  them  citizens  of  this  State; 
or  if  unnaturalized  residents  of  this  State,  shall  make  oath  that 


Maryland.  151 

they  intend  to  become  citizens  of  the  United  States  without 
unreasonable  delay;  and  who  shall,  except  the  first  year,  be 
annually  elected  by  the  stockholders,  where  there  are  such,  or 
by  the  shareholders  or  members,  where  there  are  no  stock- 
holders, at  such  meeting,  time  and  place,  and  after  such  notice 
as  shall  be  directed  by  the  by-laws  of  the  corporation ;  and  the 
election  shall,  except  in  cases  otherwise  provided  for  herein,  be 
made  by  such  of  the  stockholders,  shareholders  or  members,  as 
the  case  may  be,  who  shall  attend  for  that  purpose,  either  in 
person  or  by  proxy ;  and  where  no  other  notice  is  provided  for 
by  the  by-laws,  public  notice  of  the  time  and  place  of  holding 
such  election  shall  be  published  not  less  than  ten  days  previous 
thereto,  in  a  newspaper  printed  nearest  to  the  place  where  the 
principal  office  of  said  corporation  in  this  State  shall  be  located. 

25.  Vacancies  among  trustees,  how  filled. — 59.  When 
any  vacancy  shall  happen  among  the  trustees,  directors  or  man- 
agers, by  death,  resignation  or  otherwise,  it  shall  be  filled  for 
the  remainder  of  the  year  or  other  term,  in  such  manner  as 
may  be  provided  by  the  by-laws  of  the  said  corporation. 

26.  Failure  to  elect  trustees  does  not  dissolve  or 
invalidate. — 60.  If  it  shall  happen  at  any  time  that  an  election 
of  trustees,  directors  or  managers  shall  not  be  made  on  the  day 
designated  by  the  by-laws  of  the  said  corporation,  the  corpora- 
tion, for  that  reason,  shall  not  be  dissolved;  but  it  shall  be  law- 
ful on  any  other  day  to  hold  such  election  in  such  manner  as 
may  be  provided  by  the  by-laws,  and  all  acts  of  trustees  or 
managers  shall  be  valid  as  against  such  corporation  until  their 
successors  shall  be  elected. 

27.  Corporations    subject   to   future    legislation. — 

85.  Every  corporation  formed  under  the  provisions  of  this 
article,  shall  be  subject  to  any  and  all  provisions  and  regulations 
which  may  hereafter,  by  any  change  in  or  amendments  of  the 
laws  of  this  State,  be  made  applicable  to  such  corporation. 

Religious  Corporations. 

28.  How  incorporated. — 205.  In  every  church,  society, 
or  congregation,  of  whatever  sect,  order,  or  denomxination, 
known  and  acknowledged  in  the  State,  and  protected  in  the 
free  and  full  exercise  of  its  religion  by  the  constitution  and  laws 
thereof,  there  shall  be  sufficient  power  and  authority  in  all  per- 
sons above  twenty-one   years  of  age   belonging  to    any   such 


152  Religious  Corporations. 

church,  society,  or  congregation,  to  elect,  at  their  discretion, 
certain  sober  and  discreet  persons,  not  less  than  four  nor  more 
than  twelve,  which  persons,  so  elected,  upon  being  registered, 
as  hereinafter  directed,  shall  be  constituted  a  body  politic  or 
corporate  to  act  as  trustees  in  the  name  and  behalf  of  the  par- 
ticular church,  society,  or  congregation  for  which  they  are  re- 
spectively chosen,  and  to  manage  the  estate,  property,  interest, 
and  inheritance  of  the  same. 

29.  Powers.  Limitation  upon  mortgage  and  income. 

— 206.  The  trustees  so  elected  shall  have  perpetual  succession 
by  their  name  of  incorporation,  and  shall  be  capable  in  law  to 
purchase,  take  and  hold  to  t^em  and  their  successors  in  fee,  or 
for  a  less  estate,  any  lands,  tenements  or  hereditaments,  rents 
or  annuities,  goods  or  chattels  within  this  State,  by  the  gift, 
bargain,  sale  or  devise  of  any  person,  body  politic  or  corporate, 
capable  of  making  the  same,  and  to  use  or  lease,  mortgage  or 
sell  and  convey  the  same  in  such  manner  as  they  may  judge 
most  conducive  to  the  interests  of  their  respective  churches, 
societies  or  congregations;  Provided^  That  nothing  herein  shall 
authorize  any  sale,  mortgages  or  other  disposition  of  any  prop- 
erty held  by  such  corporation  under  any  instrument  prohibiting 
such  sale;  and  Provided,  The  clear  yearly  income  from  the 
estate  of  any  church,  society,  or  congregation,  exclusive  of  the 
rents  of  pews,  collections  in  churches,  funeral  charges  and  the 
like,  shall  not  exceed  the  sum  of  twenty  thousand  dollars 

30.  Succession  to  be  by  election  and  church  usage. 

— 207.  Every  such  body  politic  shall  be  chosen  and  the  suc- 
cession kept  up  at  such  times  and  places  as  are  ordinarily  used 
for  public  meetings  of  the  said  church,  society  or  congregation, 
and  by  such  persons  as  are  allowed  to  have  a  voice  in  the  man- 
agement and  direction  of  congregational  or  temporal  concerns, 
according  to  the  known  custom  and  usage  of  their  respective 
denominations ;  or  the  said  body  politic  or  corporate  shall  be 
chosen,  and  the  succession  kept  up,  according  to  the  rules, 
regulations,  and  practice  that  may  have  been  heretofore  adopted 
and  agreed  upon,  or  that  shall  be,  at  the  first  time  of  electing, 
agreed  upon  and  adopted  by  any  particular  church,  society,  or 
congregation  for  directing  or  managing  their  congregational  or 
temporal  affairs. 

31.  Minister  a  naember  of  corporation. — 208.   The  min- 
ister for  the  time  being,  or  senior  minister,  where  there  are 


Maryland. 


153 


more  than  one  settled  in  any  church,  society,  or  congregation, 
shall  always,  in  virtue  of  his  ministry,  be  a  member  of  the  body 
politic  or  corporate  belonging  to  the  same,  exclusive  of  the 
number  heretofore  prescribed  in  section  205. 

32.  Contests  to  be  settled  by  arbitration. — 209.  If 
any  contest  shall  arise  in  any  church,  society  or  congregation, 
about  the  right  of  voting,  or  whether  the  election  has  been 
fairly  conducted,  agreeably  to  the  true  intent  and  meaning  of 
this  article,  the  parties  contending  shall  each  of  them  choose 
one  discreet  and  reputable  person  from  amongst  the  members 
or  trustees  of  some  neighboring  congregation  or  society  of  the 
same  religious  persuasion,  if  any  such  there  be,  and  if  none 
such,  then  of  any  other  religious  society,  which  two  persons 
shall  choose  a  third,  qualified  in  like  manner,  and  the  said  three 
persons  shall  meet  at  the  place  where  the  difference  has  arisen, 
and  hear  and  determine  upon  the  matter;  and  their  judgment 
or  award,  or  the  judgment  or  award  of  a  majority  of  them,  cer- 
tified under  their  hands  and  seals  to  the  contending  parties, 
shall  be  final. 

33.  Qualifications  of  voters  and  officers.    Name. — 

210.  At  the  first  election  or  appointment  of  every  body  politic 
or  corporate  aforesaid,  every  church,  society  or  corporation  as- 
sembled as  already  directed,  shall  determine  on  their  plan, 
agreement  or  regulation,  specifying  distinctly  the  time  and  man- 
ner of  electing  trustees,  and  the  manner  in  which  the  succes- 
sion shall  be  perpetuated,  and  containing  an  exact  description 
of  the  qualifications  of  the  persons  severally  electing  and 
elected,  and  to  elect  and  to  be  elected  thereafter,  and  also  the 
name,  style  or  title  of  the  corporation  by  which  it  shall  there- 
after be  known,  and  the  name  of  the  church,  society  or  congre- 
gation choosing  the  same. 

34.  Plan  to  be  acknowledged  and  certified. — 211. 
The  said  plan,  agreement,  or  regulation  shall  be  entered  in  the 
book  hereinafter  required  by  section  214  to  be  kept  by  every 
such  corporation,  and  the  same  shall  be  acknowledged  by  the 
trustees,  or  a  majority  of  them,  before,  and  certified  by  two 
justices  of  the  peace  of  the  county  or  city  in  which  the  said 
church,  congregation,  or  society,  or  the  greatest  number  of  the 
members  thereof  shall  reside;  or  the  same  may  be  acknowl- 
edged before  and  certified  by  a  judge  of  the  circuit  court  or  of 
the  supreme  bench  of  Baltimore  city. 


154  Religious  Corporations. 

35.  Plan  to  be  filed  with  clerk  of  court. — 212.  The 
plan  or  agreement,  so  acknowledged  and  certified,  shall  be  filed 
by  the  said  trustees  with  the  clerk  of  the  circuit  court  for  the 
county  where  the  said  church,  society,  or  congregation,  or  the 
greater  part  of  the  members  thereof  reside,  or  the  clerk  of  the 
superior  court  of  Baltimore  city,  if  they  or  the  greater  part  of 
the  members  reside  in  the  city  of  Baltimore,  within  six  months 
after  such  acknowledgment  shall  be  made ;  and  the  same  shall 
be  recorded  at  the  expense  of  the  corporation,  in  a  book  to  be 
kept  for  that  special  purpose. 

36.  Amendments,  how  secured. — 213.  If  any  change 
shall  be  made  in  the  original  plan,  by  authority  of  the  congre- 
gation, such  change  shall,  in  the  same  manner,  be  acknowledged 
and  recorded. 

37.  Meetings.     Quorum.     Record.     By-laws. — 214. 

Every  such  corporation  may  appoint  the  times  and  places  of 
the  meeting  of  its  members,  and  the  number  necessary  to  con- 
stitute a  quorum,  and  shall  provide  and  keep  a  good  and  suffi- 
cient record  book,  and  cause  therein  to  be  registered  all  their 
proceedings,  subject  at  all  times  to  the  inspection  of  the  several 
members  of  the  church,  society,  or  congregation ;  and  the  same 
shall  be  laid  before  a  public  meeting  when  required  by  any  five 
or  more  of  the  members;  and  the  said  trustees,  or  a  majority 
of  them,  shall  have  full  power  to  frame  such  rules  and  ordi- 
nances for  conducting  their  concerns  as  may  be  necessary  and 
convenient  for  accomplishing  the  end  of  their  institution. 

38.  Withdrawing  members  authorized  to  form  new 
corporation. — 215.  When  any  number  of  persons  belonging 
to  any  church  or  congregation,  sufficient  to  build  a  church  or 
house  of  worship,  and  maintain  a  minister,  shall  choose  to  sep- 
arate from  the  church  or  congregation  of  which  they  have 
hitherto  been  a  part,  and  to  erect  a  house  of  worship,  and 
employ  a  minister  for  themselves,  it  shall  be  lawful  for  them  to 
do  so ;  and  they  shall  by  their  respective  name  or  style  be 
entitled  to  all  the  benefits  of  this  article  relating  to  their  incor- 
poration; Provided  only,  That  all  arrearages,  debts  and  engage- 
ments contracted,  due  or  becoming  due,  while  members  of  the 
former  society,  shall  be  discharged. 

39.  Trustees  to   convey  lands  to  corporation.— 216. 

The  person  or  persons  holding  lands  or  goods  and  chattels  in 
trust  for  any  particular  church  or  society,  shall  convey  the  same 


Maryland.  155 

to  the  corporation  of  such  particular  church  or  society  as  soon 
as  the  same  shall  be  formed  under  this  article. 

Dissolution  of  Corporations.* 

40.  Majority  vote  of  members.     Bill  to  be  filed.— 

265.  Whenever  the  directors,  trustees  or  managers  of  any  cor- 
poration, or  a  majority  of  them,  shall,  for  any  reason,  deem  it 
beneficial  for  the  interests  of  the  stockholders  or  others  inter- 
ested in  said  corporation,  that  the  same  should  be  dissolved, 
they  shall  call  a  general  meeting  of  the  stockholders,  share- 
holders or  members  of  the  corporation  at  such  time  and  place, 
and  after  such  notice  as  the  by-laws  of  said  company  shall 
prescribe  for  that  purpose;  and  if  at  such  general  meeting  a 
majority  in  interest  of  all  the  stockholders  in  any  corporation 
having  a  capital  stock,  or  a  majority  of  the  shareholders  or 
members  in  other  class  of  corporations,  shall,  by  their  votes, 
declare  their  wish  that  said  corporation  shall  be  dissolved,  a  bill 
for  its  dissolution  shall  forthwith  be  filed,  in  the  name  of  said 
corporation  and  on  its  behalf,  in  the  circuit  court  of  Baltimore 
city,  if  its  principal  office  or  place  of  business  be  in  said  city, 
or  in  the  circuit  court  for  the  county  in  which  its  principal  office 
or  place  of  business  may  be  situated. 

41.  Contents  of  bill. — 266.  Every  such  bill  shall  con- 
tain a  statement  of  the  reasons  why  the  dissolution  of  the  said 
corporation  is  prayed  for  and  sought;  and  there  shall  also  be 
filed  with  it : 

1.  A  full  and  true  inventory  of  all  the  assets  of  such  cor- 
poration, and  of  all  the  books,  securities,  and  vouchers  relating 
thereto. 

2.  A  true  account  of  the  capital  stock  of  such  corporation, 
and  a  list  of  all  the  stockholders,  their  residences,  and  the  num- 
ber of  shares  belonging  to  each,  the  amount  paid  on  each  of 
said  shares,  and  the  amount  still  due. 

3.  A  statement  of  all  the  incumbrances  on  the  property  of 
the  corporation,  and  a  full  list  of  all  its  creditors  and  their 
respective  residences,  and  the  amount  due  to  each.  All  of  the 
said  statements  shall  be  verified  by  the  oath  or  affirmation  of 
either  the  president,  treasurer,  secretarj'-,  or  some  other  chief 
officer,  or  of  some  stockholder  of  the  said  corporation. 

42.  Order  of  court,  to  show  cause. — 267.  Upon  the 
filing  of  said  bill,  accompanied  by   the  aforesaid  papers,   the 

*  The  omitted  sections  relate  taainly  to  corporations  for  profit. 


156  Religious  Corporations. 

court  shall  pass  an  order  requiring  all  persons  interested  in  such 
corporations,  to  show  cause,  if  any  they  have,  why  such  corpo- 
ration should  not  be  dissolved,  on  or  before  a  certain  day  to  be 
named  in  said  order,  which  order  shall  be  published  for  such 
time  as  the  court  shall  direct,  in  some  newspaper  published  in 
the  county,  or  city  of  Baltimore,  as  the  case  may  be,  in  which 
such  court  is  held ;  and  upon  any  answer  being  filed  to  the  said 
bill,  by  any  creditors  or  stockholders  of  such  corporation,  the 
court  may  authorize  evidence  to  be  taken,  on  application  of 
the  plaintiffs  or  defendants,  in  the  manner  usual  in  courts  of 
equity. 

43.  Decree  of  court.  Who  may  be  receivers. — 268. 
If  the  court  shall,  upon  consideration  of  the  bill,  or  of  the  bill, 
answers  and  proof,  if  any  answers  have  been  filed  or  proof 
taken,  be  of  opinion  that  the  corporation  is  insolvent,  or  that 
for  any  reason  a  dissolution  of  the  said  corporation  will .  be 
beneficial  to  the  stockholders,  and  not  injurious  to  the  public 
interests,  a  decree  shall  be  entered  dissolving  the  said  corpora- 
tion, and  appointing  one  or  more  receivers  of  its  estate  and 
effects,  and  such  corporation  shall  thereupon  be  dissolved ;  any 
of  the  directors,  trustees,  managers  or  other  officers,  or  any  of 
the  stockholders  of  any  corporation,  may  be  appointed  its  re- 
ceivers, or  such  other  person  or  persons  as  the  courts  may 
select. 

44.  Receivers,  powers  of. — 269.  Where  receivers  of  the 
estate  or  effects  of  any  corporation  shall  be  appointed  by  a 
court,  upon  or  before  the  dissolution  of  any  corporation,  they 
shall  be  vested  with  all  the  estate  and  assets  of  every  kind  be- 
longing to  such  corporation,  from  the  time  of  their  qualifying 
as  receivers,  and  shall  be  trustees  thereof  for  the  benefit  of 
the  creditors  of  such  corporation  and  its  stockholders ;  and  they 
shall  proceed  to  wind  up  the  affairs  of  such  corporation,  under 
the  direction  of  the  court  by  which  they  shall  have  been  ap- 
pointed, and  shall  have  all  powers  which  shall  be  necessary  for 
that  purpose. 

45.  Article  XXm  applicable  to  all  corporations.— 

303.  All  corporations  heretofore  formed  under  the  general  laws 
of  this  State,  relating  to  corporations,  or  under  any  special  laws, 
are  hereby  declared  to  be  entitled  to  the  benefit  of  and  to  be 
subject  to  all  the  regulations  in  this  article  contained,  for  the 
government  of  the  corporations  herein  referred  to,  so  far  as  the 


Maryland.  157 

same  be  applicable  to  said  several  corporations  heretofore  formed 
as  aforesaid;  and  shall  also  have  the  benefit  and  be  subject  to 
the  processes,  remedies  or  proceedings  by  this  article  author- 
ized to  be  taken  by  or  against  the  corporations  herein  referred 
to,  so  far  as  the  same  be  applicable  to  the  several  corporations 
heretofore  formed  as  aforesaid. 

Particular  Denominations. 

46.  Section  217,  Art.  xxiii,  makes  provision  for  the  incor- 
poration of  parishes  of  the  Protestant  Episcopal  Church. 


MASSACHUSETTS. 


CONSTITUTIONAL  AMENDMENT.     Article  XI. 
(In  effect,  Nov.  ii,  1833.) 

1.  Powers  of  churches.  Rights  of  members. — Instead 
of  the  third  article  of  the  bill  of  rights,  the  following  modifica- 
tion and  amendment  thereof  is  substituted : 

"As  the  public  worship  of  God  and  instructions  in  piety, 
religion,  and  morality,  promote  the  happiness  and  prosperity  of 
a  people,  and  the  security  of  a  Republican  government ;  there- 
fore, the  several  religious  societies  of  this  Commonwealth, 
whether  corporate  or  unincorporate,  at  any  meeting  legally 
warned  and  holden  for  that  purpose,  shall  ever  have  the  right  to 
elect  their  pastors  or  religious  teachers,  to  contract  with  them 
for  their  support,  to  raise  money  for  erecting  and  repairing 
houses  for  public  worship,  for  the  maintenance  of  religious 
instruction,  and  for  the  payment  of  necessary  expenses;  and 
all  persons  belonging  to  any  religious  society  shall  be  taken  and 
held  to  be  members,  until  they  shall  file  with  the  clerk  of  such 
society  a  written  notice,  declaring  the  dissolution  of  their  mem- 
bership, and  thenceforth  shall  not  be  liable  for  any  grant  or 
contract  which  may  be  thereafter  made,  or  entered  into  by  such 
society;  and  all  religious  sects  and  denominations,  demeaning 
themselves  peaceably,  and  as  good  citizens  of  the  Common- 
wealth, shall  be  equally  under  the  protection  of  the  law;  and 
no  subordination  of  any  one  sect  or  denomination  to  another 
shall  ever  be  established  by  law. 


PUBLIC  STATUTES,  1882,  SUPPLEMENT,  1888. 

(With  amendments  to  1895.) 

Title   IX.     Chap.  XXXVIII.     Of   Parishes  and   Religious 

Societies. 

General  Provisions. 

2.    Religious    societies    to    be    bodies    corporate. 
Powers  and  rights  confirmed. — i.     Every  religious  society 

(15S) 


Massachusetts.  159 

established  or  organized  by  virtue  of  any  statute  shall  be  and 
continue  a  body  corporate  with  the  powers  given  to  corporations 
by  chapter  one  hundred  and  five,*  and  the  powers,  privileges, 
liabilities,  and  duties  set  forth  in  this  chapter;  but  the  provi- 
sions of  this  chapter  shall  not  enlarge  or  diminish  the  powers 
of  taxation  enjoyed  by  any  religious  society  by  virtue  of  a 
special  law  or  act  of  incorporation,  nor  impair  the  existing 
rights  of  property  of  any  territorial  parish. 

3.  Existing  societies,  status  of. — 2.  Religious  societies, 
whether  corporate  or  incorporate,  shall  continue  to  have  and 
enjoy  their  existing  rights,  privileges,  and  immunities,  except 
so  far  as  the  same  may  be  limited  or  modified  by  the  provisions 
of  this  chapter. 

4.  Privileges  of  churches  connected  with  religious 
societies. — 3.  The  respective  churches  connected  and  associ- 
ated in  public  worship  with  such  religious  societies  shall  con- 
tinue to  have,  exercise,  and  enjoy  all  their  accustomed  privi- 
leges and  liberties  respecting  divine  worship,  church  order,  and 
discipline,  and  shall  be  encouraged  in  the  peaceable  and  regular 
enjoyment  and  practice  thereof. 

5.  Membership  and  its  liabilities. — 4.  Persons  belong- 
ing to  a  religious  society  shall  be  held  to  be  members  thereof 
until  they  file  with  the  clerk  a  written  notice  declaring  the  dis- 
solution of  their  membership,  but  after  filing  such  notice  they 
shall  not  be  liable  for  any  grant  or  contract  thereafter  made  or 
entered  into  by  such  society.  No  person  shall  be  made  a  mem- 
ber of  such  a  society  without  his  consent  in  writing. 

6.  By-laws. — 5.  A  religious  society  may  make  by-laws 
not  repugnant  to  the  laws  of  the  commonwealth,  and  may  in 
such  by-laws  prescribe  the  manner  in  which  persons  may  become 
members. 

7.  Women  and  non-residents  may  be  admitted  as 
members. — 6.  A  religious  society  may  admit  to  membership 
women,  who  shall  have  all  the  rights  and  privileges  of  men, 
and  a  territorial  parish  may  admit  to  membership  persons  not 
residents  of  its  territory. 

8.  None  but  members  to  vote — 7.  No  person  shall 
have  a  right  to  vote  in  the  affairs  of  a  religious  society  unless 
he  is  a  member  thereof. 

*  See  p.  168. 

15 


i6o  Religious  Corporations. 

9.  Annual  meeting.    OflEicers  to  be  chosen. — 8.  The 

qualified  voters  of  every  parish  and  incorporated  religious 
society  shall  hold  an  annual  meeting  in  the  month  of  March  or 
April,  or  at  such  other  time  as  they  may  prescribe  by  their 
by-laws,  and,  if  the  by-laws  do  not  otherwise  determine,  at  a 
time  and  place  appointed  by  their  assessors  or  standing  com- 
mittee ;  and  at  such  meeting  they  shall  choose  a  moderator, 
clerk,  two  or  more  assessors,  a  treasurer,  a  collector,  and  such 
other  officers  as  they  may  think  necessary,  all  of  whom,  except 
the  moderator,  shall  continue  in  office  till  the  next  annual  meet- 
ing and  till  others  are  chosen  and  qualified  in  their  stead. 

10.  Moderator,  clerk,  etc.,  how  chosen. — 9.  Moder- 
ators of  meetings  held  for  the  choice  of  officers  shall  be  elected 
by  ballot.  Clerks,  assessors,  treasurers,  and  collectors  shall  be 
elected  by  ballot,  and  shall  be  sworn.  Other  officers  may  be 
elected  in  such  mode  as  the  society  may  determine. 

11.  Prudential  affairs,  who  to  manage. — 10.  The  pru- 
dential affairs  of  such  societies  shall  be  managed  by  their  asses- 
sors or  by  a  standing  committee  specially  appointed  for  that 
purpose ;  and  the  assessors  or  committees  shall  have  like  au- 
thority for  calling  meetings  as  selectmen  have  for  calling  town 
meetings. 

12.  When  justice  may  call  meeting.— u.  If  there  are 
no  assessors  or  committee,  or  if  such  officers  unreasonably  re- 
fuse to  call  a  meeting,  a  justice  of  the  peace  may,  upon  the  ap- 
plication of  five  or  more  qualified  voters,  call  a  meeting  in  the 
manner  provided  in  section  twenty-five. 

13.  Warrant  for  meeting,  what  to  contain.— 12.    The 

assessors  or  committees  shall  insert  in  their  warrant  for  calling 
a  meeting  any  matter  the  insertion  of  which  five  or  more  quali- 
fied voters  of  the  society  may  in  writing  request.  Nothing 
acted  upon  at  a  meeting  shall  have  any  legal  operation,  unless 
the  subject-matter  thereof  was  inserted  in  the  warrant  for  such 
meeting. 

14.  Meetings,  how  warned.— 13-  Meeting  shall  be 
warned  in  the  manner  provided  by  any  by-law  or  vote  of  the 
society,  or,  when  no  provision  is  made,  in  such  manner  as  the 
assessors  or  standing  commitiee  in  their  warrant  for  such  meet- 
ing may  direct. 


Massachusetts.  i6i 

15.  Who  to  preside.    Officers,  how  sworn. — 14.    The 

clerk,  or  if  there  is  no  clerk,  or  he  is  absent,  one  of  the  asses- 
sors or  of  the  standing  committee  shall  preside  in  the  choice  of 
a  moderator,  and  a  clerk  may  then  be  chosen,  either  pro  tempore 
or  to  fill  the  vacancy,  as  the  case  may  require.  The  moderator 
may  administer  the  oath  of  office  to  the  clerk,  and  the  clerk  to 
the  assessors,  treasurer,  and  collector,  or  said  oaths  may  be  ad- 
ministered by  a  justice  of  the  peace;  and  such  oaths  shall  be 
substantially  the  same  as  is  required  to  be  taken  by  the  clerk, 
assessors,  and  collectors  of  towns. 

16.  Moderator's  powers.  Disorderly  conduct,  how 
punished. — 15.  The  moderator  shall  have  the  same  power  as 
the  moderator  of  a  town  meeting;  and  persons  guilty  of  dis- 
orderly behavior  at  a  meeting  of  a  religious  society  shall  be  sub- 
ject to  the  penalties  and  punishments  provided  for  like  offenses 
in  town  meetings. 

17.  Choice  of  collector. — If  the  person  chosen  collector 
is  present  and  accepts  the  office,  he  shall  forthwith  be  sworn. 
If  not  present,  he  shall  be  summoned  to  take  the  oath  by  a  con- 
stable or  by  any  person  whom  the  clerk  or  assessors  may  ap- 
point for  the  purpose.  Upon  the  refusal  or  neglect  of  a  person 
present  to  accept  such  office  at  the  time,  or  upon  the  neglect  of 
a  person  so  summoned,  for  the  space  of  seven  days,  to  appear 
and  take  the  oath,  the  society  shall  proceed  to  a  new  choice; 
and  so  from  time  to  time  until  some  person  accepts  and  is 
sworn. 

18.  Filling  of  vacancies. — ^17.  Vacancies  in  any  of  the 
annual  offices,  occurring  after  the  annual  meeting,  may  be  filled 
at  any  other  legal  meeting. 

19.  Objects  for  which    money  may  be  raised. — 18. 

The  qualified  voters  of  a  religious  society  may  at  the  annual 
meeting  or  at  any  other  meeting  regularly  notified  seven  days 
at  least  before  the  holding  thereof,  grant  and  vote  such 
sums  of  money  as  they  judge  necessary  for  the  settlement, 
maintenance,  and  support  of  ministers  or  public  teachers  of 
religion ;  for  the  building  or  repairing  of  houses  of  public  wor- 
ship; for  sacred  music;  for  the  purchase  and  preservation  of 
burial  grounds ;  and  for  all  other  necessary  parish  charges ;  and 
all  sums  so  voted  shall  be  assessed  on  the  polls  and  estates  of 
ail  the  members  of  the  society  in  the  same  manner  and  propor- 
tion as  town  taxes  are  by  law  assessed. 


i62  Religious  Corporations. 

20.  Taxes  to  be  assessed  on  property.— 19.  The  as- 
sessors shall  assess  the  taxes  upon  the  property  (not  exempted 
by  law  from  taxation)  of  all  the  members  of  the  society,  in- 
cluding their  real  estate  within  the  cominon wealth,  in  what- 
ever part  thereof  it  may  be  situated,  and  their  personal  estate 
wherever  the  same  may  be ;  and  no  citizen  shall  be  liable  to  pay 
a  tax  for  the  support  of  public  worship,  or  for  other  parish 
charges  to  a  society  other  than  that  of  which  he  is  a  member. 

21.  Corporations  and  trusts  not  to  be  taxed. — 20.    No 

corporation  shall  be  taxed  for  any  parochial  purpose,  nor  shall 
any  person  be  taxed  in  a  religious  society  for  property  held  by 
him  as  guardian  or  trustee. 

22.  Collection  of  taxes. — 21.  A  religious  society  may 
appoint  its  treasurer  collector  of  taxes;  and  such  collector  shall 
have  like  powers  and  proceed  in  like  manner  in  enforcing  the 
collection  of  such  taxes,  after  the  expiration  of  the  time  fixed 
by  the  society  for  the  payment  thereof,  as  is  provided  in  chap- 
ter twelve  for  the  collection  of  taxes  by  collectors  of  towns ;  and 
a  society  may  authorize  its  treasurer  and  collector  to  make  an 
abatement  of  such  sum  as  it  may  agree  upon  at  its  annual  meet- 
ing to  those  who  make  voluntary  payment  of  their  taxes  within 
such  periods  as  may  be  determined  by  the  society. 

23.  Pews  may  be  taken  down  or  house  sold.* — 22.  A 

religious  society,  when  it  deems  it  necessary  for  building  a  new 
house,  or  of  altering,  enlarging,  removing  or  rebuilding  its 
house  already  built,  may  under  the  regulation  of  sections  thirty- 
six  and  thirty-seven  take  down  any  pews  therein  or  sell  the  house. 

24.  Parishes  are  societies. — 23.  The  terms  "religious 
society"  and  "society"  in  the  preceding  sections  shall  include 
parishes. 

Organization  of  Religious  Societies  as  Corporations. 

25.  How  incorporated.  Powers. — 24.  A  religious 
society  that  is  not  incorporated,  may,  if  it  contains  ten  or  more 
qualified  voters,  organize  and  become  a  corporation,  with  the 
powers,  privileges,  duties,  and  liabilities  of  such  societies,  and 
may  hold  so  much  real  and  personal  estate  as  may  be  necessary 
for  the  objects  of  such  organization,  and  no  more. 

26.  Mode  of  calling  first  meeting.— 25.  Any  justice  of 
the  peace  may,  upon  application  in  writing  by  five  or  more  of 

*  See  Nos.  37,  38,  p.  165. 


Massachusetts.  163 

the  qualified  voters  of  such  society,  issue  his  warrant  directed  to 
some  one  of  the  applicants,  stating  the  objects  of  the  proposed 
meeting,  and  requiring  him  to  warn  the  qualified  voters  of  the 
society  to  meet  at  a  time  and  place  appointed  in  the  warrant; 
and  such  warrant  may  be  served  by  posting  an  attested  copy 
thereof  on  the  principal  outer  door  of  the  meeting-house  of  such 
society,  or  by  leaving  such  copy  with,  or  at  the  last  and  usual 
places  of  abode  of  the  qualified  voters  of  the  society  seven  days 
at  least  before  such  meeting;  and,  upon  due  return  thereof,  the 
same  or  any  other  justice  of  the  peace  may  preside  at  the  meet- 
ing for  the  choice  and  qualification  of  a  clerk,  who  shall  enter  at 
large  upon  the  records  of  the  society  the  proceedings  had  in  the 
organization  thereof ;  and  the  society  may  thereupon  proceed  to 
choose  a  moderator  and  to  do  such  other  things  as  parishes  are 
by  law  authorized  to  do  at  their  annual  meetings;  Provided^  the 
subject  matter  thereof  is  inserted  in  the  warrant. 

27.  Application  to  justice.  Organization  secures  in- 
corporation.— 26.  Any  ten  or  more  persons,  male  or  female, 
who  desire  to  form  a  religious  society,  may  make  for  that  pur- 
pose an  application  in  writing  to  a  justice  of  the  peace,  and  such 
justice  may  thereupon  issue  his  warrant  directed  to  one  of  the 
applicants  stating  the  objects  of  the  proposed  society,  and  re- 
quiring him  to  warn  said  persons  to  meet  at  a  time  and  place 
appointed  in  the  warrant.  The  warrant  shall  be  issued,  sei"ved, 
and  executed,  and  the  meeting  held  in  the  manner  and  for  the 
purposes  set  forth  in  the  preceding  section,  and  such  persons, 
upon  complying  with  the  provisions  of  said  section,  shall  be- 
come a  corporation  under  a  name  to  be  assumed  at  such  meet- 
ing, and  with  all  the  powers,  rights,  and  privileges,  and  subject 
to  all  the  duties,  limitations,  and  restrictions,  relating  to  religious 
societies. 

Corporations  of  Proprietors  of  Meeting-houses, 

28.  How  incorporated.  Powers. — 27.  Persons  owning 
or  proposing  to  build  a  house  of  public  worship  may  organize 
themselves  in  the  same  manner  as  religious  societies  are  author- 
ized to  do  b)^  the  provisions  of  this  chapter,  and  shall  thereupon 
become  a  corporation  with  and  subject  to  the  powers,  privileges, 
duties,  restrictions,  and  liabilities  set  forth  in  chapter  one  hun- 
dred and  five  *  and  in  the  following  sections. 

*See  p.  168. 


i64  Religious  Corporations. 

29.  Amount  of  estate  which  may  be  held. — 28.  Every 
such  corporation  may  hold  so  much  real  and  personal  estate,  in 
addition  to  its  meeting-house,  as  may  be  necessary  for  its  objects, 
and  no  more,  and  the  annual  income  thereof  shall  be  applied  to 
parochial  purposes. 

30.  Copy  of  record  to  be  left  with  town  clerk. — 29. 

The  clerk  of  every  such  corporation  shall,  within  ten  days  after 
the  meeting  at  which  it  was  organized,  leave  with  the  clerk  of 
the  town  or  city  in  which  its  house  of  worship  is  situated,  or  is 
about  to  be  built,  a  true  copy  of  the  record  of  the  proceedings 
at  such  meeting.  If  he  fails  to  do  so,  the  organization  shall  be 
void.  Such  copy  shall  be  recorded  by  the  clerk  receiving  it  in 
a  book  kept  for  the  purpose,  and  for  recording  the  same  he  shall 
receive  the  fee  to  which  registers  of  deeds  are  entitled  for  like 
services. 

31.  Money  may  be  voted  for  alterations.— 30.  When 
such  corporation  deems  it  expedient  to  alter,  enlarge,  repair,  re- 
build, or  remove  its  house,  or  to  build  a  new  one,  it  may,  at  a 
legal  meeting  called  for  the  purpose,  vote  such  sums  of  money 
as  it  may  judge  necessary  for  such  purpose  and  for  the  purchase 
of  the  land  necessary  therefor.    . 

32.  Any  religious  society  may  raise  money  for 
alterations. — 31.  Any  religious  society  established  under  a 
special  act  of  incorporation  shall  have  the  powers  set  forth  in 
the  preceding  section,  anything  contained  in  its  act  of  incorpo- 
ration, or  in  any  act  in  amendment  thereof,  or  in  section  one  of 
this  chapter,  to  the  contrary  notwithstanding. 

33.  Meeting  to  vote  alterations,  how  called. — 32.     A 

meeting  for  any  of  the  purposes  mentioned  in  section  thirty 
may  be  called  in  the  manner  prescribed  in  the  by-laws  or  votes 
of  the  corporation,  or  by  a  warrant  issued  by  the  justice  of  the 
peace  on  application  in  writing  by  any  five  of  the  members  of 
the  corporation,  which  warrant  shall  be  directed  to  one  of  the 
applicants;  or  such  meeting  may  be  called  by  a  notification  by 
the  clerk  of  the  corporation,  who  shall  warn  a  meeting  on  a  like 
application  to  him;  and  in  either  case  the  meeting  may  be 
warned  by  notification  served  as  provided  in  section  twenty- 
five. 

34.  Assessment  and  collection  of  money. — 33.  Money 
voted  by  such  a  corporation  may  be  assessed  on  the  pews  in  its 
meeting-house,  and  the  assessment  may  be  committed  to  its 


Massachusetts.  165 

treasurer,  who  shall  forthwith  give  notice  by  posting  up  an  ad- 
vertisement at  the  principal  outer  door  of  the  meeting-house, 
stating  the  completion  of  such  assessment  and  the  day  of  the 
delivery  thereof  to  him ;  and  if  any  part  of  the  taxes  so  assessed 
remains  unpaid  for  three  months  thereafter,  the  treasurer  shall 
forthwith  collect  the  same  by  sales  at  public  auction  of  the  pews 
whereon  such  taxes  remain  unpaid. 

35.  Sale  of  pews  for  non-payment  of  assessments. 
— 34.  The  treasurer  shall,  at  least  three  weeks  before  the  time 
of  the  sale  of  a  pew  for  taxes,  post  up  a  notification  of  the  in- 
tended sale  on  the  principal  outer  door  of  the  meeting-house, 
setting  forth  the  number  of  the  pew,  if  any;  the  name  of  the 
"owner  or  occupant,  if  known ;  and  the  amount  of  the  tax  due 
thereon;  and  if  any  part  of  said  tax  remains  unpaid  at  the 
time,  the  treasurer  shall  sell  the  pew  by  public  auction  to  the 
highest  bidder,  and  shall  execute  and  deliver  to  the  purchaser  a 
sufficient  deed  of  conveyance.  The  money  arising  from  the 
sale,  beyond  the  taxes  and  reasonable  incidental  charges,  shall 
be  paid  by  the  treasurer  to  the  former  owner  of  the  pew  or  to 
his  assigns. 

36.  AflBdavit  of  notice  of  sales  made  evidence. — 35. 

An  affidavit,  annexed  to  an  original  notification  or  to  a  copy 
thereof,  made  before  a  justice  of  the  peace,  and  recorded  on  the 
records  of  the  corporation  within  six  months  after  the  sale, 
shall  be  allowed  as  one  mode  of  proof  of  the  posting  up  of  such 
notification. 

37.  House  may  be  sold  or  pews  taken  down.— 36. 
Such  a  corporation,  for  the  purpose  of  building  a  new  house,  or 
of  altering,  enlarging,  repairing,  rebuilding,  or  removing  its 
house  already  built,  may  sell  its  house  or  take  down  any  pews 
therein,  the  pews  taken  being  first  appraised  by  three  or  more 
disinterested  persons  chosen  for  that  purpose.  The  pews  newly 
erected  shall  be  sold  by  the  treasurer  of  the  corporation  by  pub- 
lic auction  to  the  highest  bidder,  and  deeds  thereof  shall  be 
given  in  like  manner  as  when  pews  are  sold  for  the  payment  of 
taxes.  The  money  arising  from  such  sale  shall  be  apphed,  so 
far  as  may  be  necessary,  to  paying  the  appraised  value  of  the 
pews  taken  down,  and  the  deficiency,  if  any,  shall  be  paid  by 
the  corporation  within  thirty  days  after  the  sale. 

38.  When  pew-owner  not  entitled  to  compensation. 

— 37.     Nothing  contained  in  the  preceding  section  shall  entitle 


1 66  Religious  Corporations. 

a  person  to  compensation  for  a  pew  taken  down,  when  the  house 
in  which  it  is,  is  unfit  for  public  worship. 

39.  Assessments  on  pews  in  houses  built  after  1845. 

— 38.  Such  a  corporation  may  assess  upon  the  pews  in  a  church 
or  meeting-house  which  it  has  erected  or  procured  for  public 
worship  since  the  twenty-fifth  day  of  March  in  the  year  eighteen 
hundred  and  forty-five,  according  to  a  valuation  of  said  pews 
previously  agreed  upon  and  recorded  by  the  clerk,  sums  of 
money  for  the  support  of  public  worship  and  other  parochial 
charges,  and  for  the  repairs  of  the  house.  Such  assessments 
may  be  collected  in  the  manner  provided  in  sections  thirty-three 
and  thirty-four.* 

40.  Assessments  on  pews  in  houses  built  prior  to 
1845. — 39.  Such  a  corporation  which  had  erected  or  procured 
such  house  prior  to  the  twenty-fifth  day  of  March,  eighteen 
hundred  and  forty-five  may  avail  itself  of  the  provisions  of  the 
preceding  section,  if  the  consent  of  all  the  pew  owners  is 
obtained,  or  if  two-thirds  of  the  members  present  and  voting  at 
a  regular  meeting  called  for  that  purpose  so  determine. 

41.  Pews  to  be  purchased  at  appraisal. — 40.  A  cor- 
poration which  votes  to  avail  itself  of  the  provisions  of  section 
thirty-eight,  shall  upon  the  application  of  a  person  owning  one 
or  more  pews  in  its  house,  within  one  year  after  said  vote,  pur- 
chase such  pews  at  an  appraised  value  to  be  determined  by  three 
disinterested  persons,  to  be  chosen,  one  by  the  pew-owner,  one 
by  the  corporation,  and  the  third  by  the  two  persons  thus  chosen. 

42.  Powers,  etc.,  of  corporations  which  comply 
with  preceding  sections.— 41-  A  corporation  complying 
with  the  requisitions  of  the  two  preceding  sections  shall  be 
entitled  to  the  privileges  and  subject  to  the  liabilities  incident 
to  those  corporations  which  have  erected  or  procured  meeting- 
houses for  public  worship  since  the  twenty-fifth  day  of  March 
in  the  year  eighteen  hundred  and  forty-five. 

43.  Pews  to  be  personal  estate.— 42.  Pews  shall  be 
personal  estate,  but  this  provision  shall  not  affect  any  existing 
right  of  dower. 

44.  All  corporate  powers    subject  to  alteration. — 

51.  All  corporate  powers  granted  to  any  religious  corporation 
shall  be  subject  to  alteration  or  repeal  by  the  general  court. 

*  See  Nos.  34  and  35,  pp.  1^4.  1^5- 


Massachusetts.  167 

Chap.  XXXIX.     Ok  Donations  and  Conveyances  for 
Pious  and  Charitable  Uses. 

45.  Deacons,  church  wardens,  etc.,  made  bodies 
corporate. — i.  The  deacons,  church  wardens,  or  other  simi- 
lar officers  of  churches  or  religious  societies,  and  the  trustees 
of  the  Methodist  Episcopal  churches,  appointed  according  to 
the  discipline  and  usages  thereof,  shall,  if  citizens  of  this  com- 
monwealth, be  deemed  bodies  corporate  for  the  purpose  of 
taking  and  holding  in  succession  all  grants  and  donations, 
whether  of  real  or  personal  estate,  made  either  to  them  and 
their  successors,  or  to  their  respective  churches,  or  to  the  poor 
of  their  churches. 

46.  Ministers,  when  to  be  joined  in  body  corpo- 
rate.— 2.  When  the  ministers,  elders,  or  vestry  of  a  church 
are,  in  the  grants  or  donations  mentioned  in  the  preceding  sec- 
tion, joined  as  donees  or  grantees  with  the  deacons  or  church 
wardens,  such  officers  and  their  successors,  together  with  the 
deacons  or  church  wardens,  shall  be  deemed  the  corporation 
for  the  purposes  of  such  grants  and  donations. 

47.  Ministers  may  take  in  succession  any  parsonage 
land. — 3.  The  ministers  of  a  church  or  religious  society,  if  a 
citizen  of  this  commonwealth,  shall  be  capable  of  taking  in 
succession  any  parsonage  land  granted  to  the  minister  and  his 
successors,  or  to  the  use  of  the  ministers,  or  granted  by  any 
words  of  like  import  ;  and  may  prosecute  or  defend  in  any 
action  touching  such  land. 

48.  Conveyance  not  vaUd  without  consent  of 
church,  etc. — 4.  No  conveyance  of  the  lands  of  a  church 
shall  be  effectual  to  pass  the  same,  if  made  by  the  deacons  with- 
out the  consent  of  the  church  or  of  a  committee  of  the  church 
appointed  for  that  purpose,  or  if  made  by  the  church  wardens 
without  the  consent  of  the  vestry,  or  if  made  by  the  trustees  of 
the  Methodist  Episcopal  Church  without  the  consent  of  the 
quarterly  conference. 

49.  Conveyance  by  minister,   when  valid. — 5.     No 

conveyance  by  a  minister  of  lands  held  by  him  in  succession 
shall  be  valid  any  longer  than  he  continues  to  be  such  minister, 
unless  such  conveyance  is  made  with  the  consent  of  the  town, 
parish,  or  religious  society  of  which  he  is  a  minister,  or  unless 
he  is  the  minister  of  an  Episcopal  church  and  makes  the  con- 
veyance with  the  consent  of  the  vestry. 


i68  Religious  Corporations. 

50.  Committees  of  audit  with  deacons.  Suits 
against  deacons. — 6.  The  several  churches,  other  than  those 
of  the  Episcopal  denomination,  may  choose  committees  to  settle 
the  accounts  of  the  deacons  and  other  church  officers,  and,  if 
necessary,  to  commence  and  prosecute  suits  in  the  name  of  the 
church  against  such  deacons  or  other  officers  touching  the 
same. 

51.  Limit  upon  income. — 7.  The  income  of  the  grants 
or  donations  made  to  or  for  the  use  of  any  one  church  shall  not 
exceed  two  thousand  dollars  a  year,  exclusive  of  the  income  of 
any  parsonage  lands  granted  to  or  for  the  use  of  the  ministry. 

52.  Unincorporated  societies  may  hold  donations 
and  elect  trustees. — 9.  Unincorporated  religious  societies 
shall  have  like  power  as  incorporated  societies  to  manage,  use 
and  employ  according  to  its  terms  and  conditions  any  donation, 
gift  or  grant  made  to  them;  they  may  elect  suitable  trustees, 
agents,  or  other  officers  therefor,  and  may  sue  for  any  right 
which  may  vest  in  them  in  consequence  of  such  donation,  gift, 
or  grant ;  for  which  purposes  they  shall  be  corporations. 

53.  Any  societies  may  appoint  trustees  and  make 
rules.  Vacancies. — 10.  Incorporated  and  unincorporated 
religious  societies  may  appoint  trustees,  not  exceeding  five  in 
number,  to  hold  and  manage  trust  funds  for  their  benefit,  who 
shall  hold  their  offices  for  three  years  and  until  others  are  ap- 
pointed in  their  stead.  At  or  before  the  time  of  the  first  ap- 
pointment of  such  trustees  the  society  may  establish  rules  and 
regulations  for  their  government,  which  shall  be  considered  as  of 
the  nature  of  a  contract,  and  not  subject  to  alteration  or  amend- 
ment except  by  all  the  trustees  in  office  at  the  time  and  by  a 
two-thirds  vote  of  the  society  interested  therein,  and  in  case  of 
a  vacancy,  by  the  death  of  a  trustee  or  otherwise,  the  society 
may  fill  such  vacancy  at  its  next  annual  meeting  or  at  a  special 
meeting  called  for  that  purpose. 

Title  XV.     Of  Corporations. 

Chap.  CV.     Of  Certain  Powers,  Duties,  and  Liabilities  of 

Corporations. 

54.  Chap.  CV  applies  to  all  corporations. — i.     The 

provisions  of  this  chapter,  unless  expressly  limited  in  their  ap- 
plication, shall  apply  to  all  corporations  organized  under  or  by 
the  laws  of  this  commonwealth,  except  so  far  as  they  are  incon- 


Massachusetts.  169 

sistent  with  other  provisions  of  these  statutes  concerning  par- 
ticular classes  of  corporations. 

55.  Existing  corporations,  status  of. — 2.  Corpora- 
tions now  existing  shall  continue  to  exercise  and  enjoy  their 
powers  and  privileges  according  to  their  respective  char- 
ters and  to  the  laws  now  in  force,  and  shall  continue  sub- 
ject to  all  the  liabilities  to  which  they  are  now  subject,  except 
so  far  as  said  powers,  privileges,  and  liabilities  are  modified  and 
controlled  by  the  provisions  of  these  statutes ;  and  all  corpora- 
tions organized  under  general  laws  shall  be  subject  to  such  laws 
as  may  be  hereafter  passed,  and  applicable  thereto. 

56.  Acts  of  incorporation  since  1831  subject  to 
alteration.  Rights  and  reservations.— 3.  Every  act  of 
incorporation  passed  after  the  eleventh  day  of  March  in  the 
year  eighteen  hundred  and  thirty-one  shall  be  subject  to  amend- 
ment, alteration,  or  repeal  at  the  pleasure  of  the  general 
court:  but  the  corporation,  notwithstanding  such  repeal,  shall 
be  subject  to  the  provisions  of  sections  forty-one  and  forty-two;* 
and  such  amendment,  alteration,  or  repeal  shall  not  take  away 
or  impair  any  other  remedy  which  may  exist  by  law  consist- 
ently with  those  sections  against  the  corporation,  its  members 
or  officers,  for  a  liability  previously  incurred. 

57.  Powers. — 4.  Every  corporation,  where  no  other  pro- 
vision is  specially  made,  may  in  its  corporate  name  sue  and  be 
sued,  appear,  prosecute,  and  defend  to  final  judgment  and  exe- 
cution ;  have  a  common  seal,  which  it  may  alter  at  pleasure ; 
elect  in  such  manner  as  it  may  determine  all  necessary  officers, 
fix  their  compensation,  and  define  their  duties  and  obligations ; 
and  make  by-laws  and  regulations  consistent  with  law,  for  its 
own  government,  the  due  and  orderly  conducting  of  its  affairs, 
and  the  management  of  its  property. 

58.  By-laws. — 5.  Every  corporation  may  by  its  by-laws, 
where  no  other  provision  is  specially  made,  determine  the 
manner  of  calling  and  conducting  its  meetings ;  the  number  of 
members  that  shall  constitute  a  quorum ;  .  .  .  .  the  tenure  of 
office  of  the  several  officers ;  and  may  annex  suitable  penalties 
to  such  by-laws,  not  exceeding  twenty  dollars  for  one  offense ; 
but  no  by-law  shall  be  made  by  a  corporation  repugnant  to  law 
or  to  its  charter. 

*See  Nos.  64  and  65,  pp.  170,171. 


17°  Religious  Corporations. 

59.  May  convey  lands.— 6.  Every  corporation  may 
convey  lands  to  which  it  has  a  legal  title. 

60.  Time-limit  for  organization.— 8.  A  corporation 
created  by  charter,  if  no  time  is  limited  therein,  shall  be  organ- 
ized within  two  years  from  the  passage  of  its  act  of  incorpora- 
tion. 

61.  When  and  how  justice  may  call  a  meeting. — 

II.  When  by  reason  of  the  death,  absence,  or  other  legal  im- 
pediment of  the  officers  of  a  corporation  there  is  no  person 
duly  authorized  to  call  or  preside  at  a  legal  meeting,  a  justice 
of  the  peace  may,  on  a  written  application  of  three  or  more  of 
the  members,  issue  a  warrant  to  either  of  them,  directing 
him  to  call  a  meeting  by  giving  such  notice  as  had  been  previ- 
ously required  by  law ;  and  the  justice  may  in  the  same  warrant 
direct  such  person  to  preside  at  the  meeting  until  a  clerk  is 
duly  chosen  and  qualified,  if  no  officer  is  present  legally  author- 
ized to  preside. 

62.  Powers  of  corporation  at  special  meeting. — 12. 

A  corporation  when  so  assembled  may  elect  officers  to  fill  all 
vacancies,  and  act  upon  such  other  business  as  may  by  law  be 
transacted  at  a  regular  meeting. 

63.  How  dissolution  may  be  secured. — 4°-  When  a 
majority  in  number  or  interest  of  the  members  of  a  corpora- 
tion desire  to  close  its  concerns,  they  may  apply  by  petition  to 
the  supreme  judicial  court,  setting  forth  in  substance  the 
grounds  of  their  application,  and  the  court,  after  due  notice  to 
all  parties  interested  and  a  hearing,  may  for  reasonable  cause 
decree  a  dissolution  of  the  corporation.  A  corporation  so  dis- 
solved shall  be  deemed  and  held  extinct  in  all  respects  as  if  its 
corporate  existence  had  expired  by  its  own  limitation. 

64.  Existence  of  dissolved  corporation  continued  for 
three  years.^ — 41.  Every  corporation  whose  charter  expires 
by  its  own  limitation  or  is  annulled  by  forfeiture  or  otherwise, 
or  whose  corporate  existence  for  other  purposes  is  terminated 
in  any  other  manner,  shall  nevertheless  be  continued  as  a  body 
corporate  for  the  term  of  three  years  after  the  time  when  it 
would  have  been  so  dissolved,  for  the  purpose  of  prosecuting 
or  defending  suits  by  or  against  it,  and  enabling  it  gradually  to 
close  and  settle  its  concerns,  to  dispose  of  and  convey  its  prop- 
erty, and  to  divide  its  capital  stock,  but  not  for  the  purpose  of 
continuinof  the  business  for  which  it  was  established. 


Massachusetts.  171 

65.  Receivers  may  be  appointed. — 42.  When  the 
charter  of  a  corporation  expires  or  is  annulled,  or  the  corpora- 
tion is  dissolved  as  provided  in  section  forty,*  or  its  corporate 
existence  for  other  purposes  is  terminated  in  any  other  manner, 
the  supreme  judicial  court,  on  application  of  a  creditor,  stock- 
holder, or  member,  at  any  time  within  said  three  years,  may 
appoint  one  or  more  persons  to  be  receivers  to  take  charge  of 
its  estate  and  efiEects,  and  to  collect  the  debts  and  property  due 
and  belonging  to  it;  with  power  to  prosecute  and  defend  suits 
in  its  name  or  otherwise,  to  appoint  agents  under  them,  and  to 
do  all  other  acts  which  might  be  done  by  such  corporation,  if  in 
being,  that  are  necessary  for  the  final  settlement  of  its  unfin- 
ished business.  The  powers  of  such  receivers  may  be  continued 
as  long  as  the  court  deems  necessary  for  said  purposes. 

66.  Jurisdiction  of  court. — 43.  The  court  shall  have 
jurisdiction  in  equity  of  the  application  and  of  all  questions 
arising  in  the  proceedings  thereon ;  and  may  make  such  orders, 
injunctions,  and  decrees  therein  as  justice  and  equity  require. 

67.  Receivers,  powers  and  duties. — 44-  The  receivers 
shall  pay  all  debts  due  from  the  corporation,  if  the  funds  in  their 
hands  are  sufficient  therefor;  and  if  not,  they  shall  distribute 
the  same  ratably  among  the  creditors  who  prove  their  debts  in 
the  manner  directed  by  any  order  or  decree  of  the  court  for 
that  purpose.  If  there  is  a  balance  remaining  after  the  pay- 
ment of  the  debts,  the  receivers  shall  distribute  and  pay  it  to 
and  among  those  who  are  justly  entitled  thereto  as  having  been 
stockholders  or  members  of  the  corporation,  or  their  legal  rep- 
resentatives. 

68.  Decree  of  dissolution  to  be  reported  to  secretary 
of  commonwealth. — 45.  When  a  corporation  is  dissolved  by 
the  supreme  judicial  court,  the  clerk  of  the  courts  for  the  county 
in  which  the  decree  or  order  for  dissolution  is  made  shall  forth- 
with make  return  thereof  to  the  secretary  of  the  commonwealth, 
giving  the  name  of  the  corporation  dissolved,  and  the  date  upon 
which  such  order  or  decree  was  made. 

Chap.  CVI.     Formation  of  Corporations.! 

69.  Notice  of  meeting. — 18.  The  first  meeting  shall  be 
called  by  a  notice  signed  by  one  or  more  of  the  subscribers  to 
such  agreement,   stating  the  time,  place,  and  purpose  of  the 

*See  No.  63,  p.  170. 

t  See  Nos.  75  and  77,  Sections  4  and  6,  p.  174. 


172  Religious  Corporations. 

meeting-,  a  copy  of  which  notice  shall,  seven  days  at  least  before 
the  day  appointed  for  the  meeting,  be  given  to  each  subscriber, 
or  left  at  his  usual  place  of  business  or  place  of  residence,  or 
deposited  in  the  post-office,  post-paid,  and  addressed  to  him  at 
his  usual  place  of  business  or  of  residence.  And  whoever  gives 
such  notices  shall  make  affidavit  of  his  doings,  which  shall  be 
recorded  in  the  records  of  the  corporation. 

70.  Organization,  how  effected.  By-laws, — 20.  At 
such  first  meeting,  including  any  necessary  or  reasonable  ad- 
journment, an  organization  shall  be  effected  by  the  choice  by 
ballot  of  a  temporary  clerk,  who  shall  be  sworn,  and  by  the 
adoption  of  by-laws,  and  the  election,  in  the  manner  provided 
in  section  twenty-four,  of  directors,  treasurer,  clerk,  and  such, 
other  officers  as  the  by-laws  may  provide ;  but  at  such  first  meet- 
ing no  person  shall  be  eligible  as  a  director  who  has  not  sub- 
scribed the  agreement  of  association.  The  temporary  clerk 
shall  make  and  attest  a  record  of  the  proceedings  until  the  clerk 
has  been  chosen  and  sworn,  including  a  record  of  such  choice 
and  qualification. 

71.  Certificates  of  organization  and  incorporation. — 

21.  The  president,  treasurer,  and  a  majority  of  the  directors, 
shall  forthwith  make,  sign,  and  swear  to  a  certificate  setting 
forth  a  true  copy  of  the  agreement  of  association  with  the 
names  of  the  subscribers  thereto,  the  date  of  the  first  meeting, 
and  the  successive  adjournments  thereof,  if  any,  and  shall  sub- 
mit such  certificate  and  also  the  records  of  the  corporation  to 
the  commissioner  of  corporations,  who  shall  examine  the  same, 
and  who  may  require  such  other  evidence  as  to  the  facts  of  the 
case  as  he  may  judge  necessary.  The  commissioner,  if  it  ap- 
pears that  the  requirements  of  the  preceding  sections  prelimi- 
nary to  the  establishment  of  the  corporation  have  been  com- 
plied with,  shall  certify  that  fact  and  his  approval  of  the  cer- 
tificate by  indorsement  thereon.  Such  certificate  shall  there- 
upon be  filed  by  said  officers  in  the  office  of  the  secretary  of  the 
commonwealth,  who,  upon  payment  of  the  fee  hereinafter  pro- 
vided,* shall  cause  the  same  with  the  indorsement  thereon  to  be 
recorded,  and  shall  thereupon  issue  a  certificate  in  the  following 
form: 

Commonwealth  of  Massachusetts. 

Be  it  known  that  whereas  (here  the  names  of  the  sub- 
scribers to  the  agreement  of  association  shall  be  inserted)  have 

*See  No.  75,  p.  174. 


Massachusetts.  173 

associated  themselves  with  the  intention  of  forming  a  corpora- 
tion under  the  name  of  (here  the  name  of  the  corporation  shall 
be  inserted),  with  a  capital  of  (here  the  amount  of  capital  fixed 
in  the  agreement  of  association  shall  be  inserted),  and  have 
complied  with  the  provisions  of  the  statutes  of  this  common- 
wealth in  such  case  made  and  provided,  as  appears  from  the  cer- 
tificate of  the  president,  treasurer,  and  directors  of  said  corpo- 
ration, duly  approved  by  the  commissioner  of  corporations  and 
recorded  in  this  office :  now,  therefore,  I  (here  the  name  of  the 
secretary  shall  be  inserted),  secretary  of  the  Commonwealth  of 
Massachusetts,  do  hereby  certify  that  said  (here  the  names  of 
the  subscribers  to  the  agreement  of  association  shall  be  in- 
serted), their  associates  and  successors,  are  legally  organized 
.and  established  as  and  are  hereby  made  an  existing  corporation 
under  the  name  of  (here  the  name  of  the  corporation  shall  be 
inserted),  with  the  powers,  rights,  and  privileges,  and  subject 
to  the  limitations,  duties,  and  restrictions,  which  by  law  apper- 
tain thereto.  Witness  my  official  signature  hereunto  sub- 
scribed, and  the  seal  of  the  Commonwealth  of  Massachusetts 

hereunto  affixed,  this  day  of in  the  year .      (In 

these  blanks  the  day,  month,  and  year  of  execution  of  the  cer- 
tificate shall  be  inserted.) 

The  secretary  shall  sign  the  same  and  cause  the  seal  of  the 
commonwealth  to  be  thereto  affixed,  and  such  certificate  shall 
have  the  force  and  effect  of  a  special  charter,  and  shall  be  con- 
clusive evidence  of  the  existence  of  such  corporation.  He 
shall  also  cause  a  record  of  such  certificate  to  be  made,  and  a 
certified  copy  of  such  record  may  be  given  in  evidence  with 
like  effect  as  the  original  certificate. 

72.  Elections  of  officers.  Agents. — 24.  The  directors, 
clerk,  and  treasurer  shall  be  chosen  annually  by  the  stockhold- 
ers by  ballot,  and  shall  hold  their  offices  for  one  year  and  until 
others  are  chosen  and  qualified  in  their  stead.  The  manner  of 
the  choice  or  appointment  of  all  other  agents  and  officers,  and 
the  manner  of  filling  all  vacancies,  shall  be  prescribed  by  the 
by-laws. 

Chap.  CXV.     Of  Associations  for  Charitable,   Educa- 
tional AND  Other  Purposes. 

73.  How  incorporated. — i.  Seven  or  more  persons 
within  this  commonwealth,  who  associate  themselves  together 
by  such  an  agreement  in  writing  as  is  hereinafter  described, 


174  Religious  Corporations. 

with  the  intention  of  forming  a  corporation  for  any  of  the  pur- 
poses hereinafter  specified,  upon  complying  with  the  provisions 
of  section  four  shall  be  and  remain  a  corporation. 

74.  Purposes. — 2.  Such  association  may  be  formed  for 
any  educational,  charitable,  benevolent,  or  religious  purpose. 

75.  Contents  of  agreement. — 3.  The  agreement  shall 
state  that  the  subscribers  thereto  associate  themselves  with  the 
intention  of  forming  a  corporation,  the  name  of  the  corpora- 
tion, the  purpose  for  which  it  is  formed,  the  town  or  city, 
which  shall  be  in  this  commonwealth,  in  which  it  is  located, 
and,  if  it  has  a  capital  stock,  the  amount  thereof,  and  the 
number  and  par  value  of  its  shares,  which  par  value  may  be 
either  twenty-five,  fifty  or  one  hundred  dollars.  The  name 
shall  be  one  not  previously  in  use  by  an  existing  corporation, 
shall  indicate  that  it  is  a  corporation  or  company,  and  shall  be 
changed  onl)'  by  act  of  the  general  court. 

76.  Organization.  Fee. — 4.  The  associates  shall  meet 
for  organization,  organize,  and  certify  their  organization  in  the 
manner  provided  for  manufacturing  corporations  by  sections 
eighteen,  twenty,  and  twenty-one  of  chapter  one  hundred  and 
six  ;*  and  the  commissioner  of  corporations  and  the  secretary  of 
the  commonwealth,  upon  the  payment  of  a  fee  of  five  dollars 
to  the  secretary,  shall  perform  in  respect  to  corporations  organ- 
ized under  this  chapter,  the  acts  required  of  them  in  respect  to 
manufacturing  corporations  by  said  section  twenty-one  ;  and 
the  certificate  of  incorporation  shall  be  in  the  same  form,  except 
as  modified  in  accordance  with  section  sixf  of  this  chapter,  and 
shall  have  the  same  legal  force  and  effect,  as  the  certificates  issued 
under  said  section  twenty-one. 

77.  By-laws. — 5.  The  corporation  may  prescribe  by  its 
by-laws  the  manner  in  which  and  the  officers  and  agents  by 
whom  the  purposes  of  its  incorporation  may  be  carried  out. 

78.  May  have  trustees  instead  of  directors. — 6.  The 

corporation  may  have,  instead  of  a  board  of  directors,  a  board  of 
trustees,  managers,  or  executive  committee,  prudential  com- 
mittee, wardens  and  vestry,  or  other  officers  with  the  powers 
of  directors;  and  its  certificate  of  organization  may  be  made, 
signed,  and  sworn  to  by  its  presiding,  financial,  and  recording 
officers,  and  a  majority  of  its  other  officers  having  the  powers 
of  directors;  and  the  certificate  issued  by  the  secretary  under 

*See  Nos.  69,  70,  71,  pp.  171, 172.  fNo.  78,  p.  174. 


Massachusetts.  175 

the  provisions  of  section  four  shall  be  modified  to  correspond 
with  the  facts  in  each  case. 

79.  May  hold  property,  and  receive  gifts.  Limit 
upon  property. — 7.  The  corporation  may  hold  real  and  per- 
sonal estate,  and  may  hire,  purchase,  or  erect  suitable  buildings 
for  its  accommodation,  to  an  amount  not  exceeding  five  hundred 
thousand  dollars,  to  be  devoted  to  the  purposes  set  forth  in  its 
agreement  of  association,  and  may  receive  and  hold  in  trust  or 
otherwise  funds  received  by  gift  or  bequest  to  be  devoted  by  it 
to  such  purposes. 

80.  Existing  corporations  may  adopt  provisions  of 
this  chapter. — 13.  Nothing  contained  in  this  chapter  shall 
affect  the  existence  of  any  association  or  corporation  formed 
before  the  twenty-seventh  day  of  July  in  the  year  eighteen 
hundred  and  seventy-four,  under  the  provisions  of  any  statute, 
for  any  of  the  purposes  mentioned  in  section  two ;  and  any  such 
corporation  may,  at  a  meeting  called  for  the  purpose,  vote  to 
adopt  the  provisions  of  this  chapter,  and,  upon  so  voting  and 
complying  with  the  provisions  of  this  section,  shall  have  the 
powers  and  privileges  and  be  subject  to  the  duties  and  obliga- 
tions of  corporations  formed  under  this  chapter.  After  so 
voting,  the  corporation  may  present  to  the  commissioner  of 
corporations  a  certificate  signed  and  sworn  to  by  its  presiding, 
financial,  and  recording  officers,  and  a  majority  of  its  other 
officers  having  the  powers  of  directors,  setting  forth  a  copy  of 
its  agreement  of  association  and  of  said  vote  and  the  date  of 
the  meeting  at  which  the  vote  was  adopted,  and  may  present 
such  further  evidence  as  the  commissioner  may  require. of  the 
legal  existence  of  the  corporation,  and  of  its  intention  to  adopt 
the  provisions  of  this  chapter.  The  commissioner  shall  examine 
the  certificate  and  evidence  of  organization,  and,  if  it  appears 
that  the  provisions  of  law  have  been  complied  with,  shall  cer- 
tify that  fact  and  his  approval  of  the  certificate  by  indorsement 
thereon.  The  secretary  of  the  comrhonwealth,  upon  payment 
of  a  fee  of  five  dollars  and  upon  the  deposit  in  his  office  of  said 
certificate  with  the  indorsement  thereon,  shall  cause  the  same 
to  be  recorded,  and  shall  issue  a  certificate  in  the  following  form : 

81.  Form  of  certificate  of  organization.  Certificate 
to  be  evidence. 

Commonwealth  of  Massachusetts. 
Be  it  known  that  whereas  (Jicrc  the  nmnes  of  the  original 
subscribers  shall  be  inserted)  have  formerly  associated  them- 
16 


176  Religious  Corporations. 

selves  with  the  intention  of  forming  a  corporation,  under  the 
name  of  {Jiere  the  name  of  tJie  corporation  shall  be  inserted^  for 
the  purpose  {Jiere  the  purpose  declared  in  the  articles  of  agree- 
ment shall  be  inserted),  under  the  provisions  of  {here  the  desig- 
nation of  the  statute  under  the  provisions  of  zvhich  organisation 
zcas  effected  shall  be  inserted),  with  a  capital  of  {here  the  amount 
of  the  capital  stock  as  it  stands  fixed  by  the  corporation  at  the 
date  of  the  certificate  shall  be  inserted,  or,  if  there  is  no  capital 
stock,  this  clause  shall  be  omitted),  and  the  provisions  of  the 
statutes  of  this  commonwealth  in  such  case  made  and  provided 
have  been  complied  with,  as  appears  from  the  certificate  of  the 
proper  officers  of  said  corporation,  duly  approved  by  the  com- 
missioner of  corporations,  and  recorded  in  this  office:  now, 
therefore,  I  {here  the  name  of  the  secretary  shall  be  inserted), 
secretary  of  the  Commonwealth  of  Massachusetts,  do  hereby 
certify  that  said  {Jiere  the  name  of  the  corporation  shall  be  in- 
serted) is  legally  organized  and  established  as  an  existing  cor- 
poration, with  the  powers,  rights,  and  privileges,  and  subject 
to  the  limitations,  duties,  and  restrictions,  which  by  law  apper- 
tain thereto. 

Witness  my  official  signature,  hereunto  subscribed,  and  the 
seal  of  the  Commonwealth  of  Massachusetts,  hereunto  affixed, 
this  day  of  ,  in  the  year  .      {In  these  blanks^ 

the  day,  month,  and  year  of  execution  of  the  certificate  shall  be 
inserted. ) 

The  secretary  shall  sign  the  same,  and  cause  the  seal  of 
the  commonwealth  to  be  thereto  affixed,  and  such  certificate 
shall  be  conclusive  evidence  of  the  existence  of  such  corporation 
at  the  date  of  such  certificate.  The  secretary  shall  also  cause  a 
record  of  such  certificate  to  be  made,  and  a  certified  copy  of 
such  record  may  be  given  in  evidence  with  like  effect  as  the 
original  certificate. 

Appointiment  of  Trustees  by  Churches  or  Religious  Socie- 
ties Under  Chapter  XXXIX. 

(Act  of  March  12,  1884.) 

82.  Trustees  may  be  appointed.  Powers. — i.  Churches 
or  religious  societies  may  appoint  trustees,  not  exceeding  five 
in  number,  who  shall  with  their  successors  be  a  body  corporate, 
for  the  purposes  mentioned  in  section  one  of  chapter  thirty- 
nine*  of  the  Public  Statutes,  and  shall  be  subject  to  all  of  the 

*  See  p.  167. 


Massachusetts.  177 

provisions  of  said  chapter  applicable  thereto,  and  any  funds, 
held  by  the  bodies  corporate  mentioned  in  the  first  and  second 
sections  of  said  chapter,  may  be  transferred  to  said  trustees  to 
be  held  in  trust  in  like  manner  by  them. 

Incorporation  of  Churches. 
(Act  of  June  13,  1887.) 

83.  Churches  may  be  incorporated. — i.  Any  church 
now  existing  or  that  may  be  hereafter  organized  in  this  com- 
monwealth, may  be  incorporated  according  to  the  provisions  of 
this  act. 

84.  Notice  of  meeting. — 2.  A  notice  signed  by  one  or 
more  of  the  members  of  such  a  church,  stating  the  object,  time 
and  place  of  the  meeting  for  the  incorporation  of  the  church, 
and  the  first  election  of  officers  under  the  provisions  of  this  act, 
shall  be  posted  in  a  conspicuous  place  near  one  of  the  princi- 
pal entrances  of  the  usual  place  of  meeting  of  said  church,  at 
least  fifteen  days  previous  to  the  time  of  such  meeting. 

85.  Election  of  ofi&cers  and  standing  committee. — 3. 

The  resident  members  of  such  church  of  twenty-one  years  of 
age  and  upwards  may  assemble  at  their  place  of  worship  and  by 
ballot  elect  a  moderator,  clerk,  treasurer,  a  standing  committee 
of  not  less  than  three  nor  more  than  twenty-four  members  and 
such  other  officers  as  they  may  deem  necessary.  The  clerk 
shall  be  sworn. 

86.  By-laws. — 4.  The  church  may  prescribe  by  its  by- 
laws the  manner  in  which  and  the  officers  and  agents  by  whom 
the  purposes  of  its  incorporation  may  be  carried  out.  When 
no  provision  is  made  by  any  vote  or  by-law  of  the  church  for 
calling  meetings,  they  shall  be  called  in  such  manner  as  the 
standing  committee  may  direct. 

87.  Standing  committee  to  certify  organization. 
Pees. — 5.  The  standing  committee  so  elected  shall  certify  the 
organization  of  such  a  church  to  the  commissioner  of  corpora- 
tions in  such  form  as  he  shall  prescribe,  who  with  the  secre- 
tary of  the  commonwealth,  upon  payment  of  a  fee  of  five  dol- 
lars to  the  secretary,  shall  perform  the  same  duties  and  with 
the  same  legal  effect  as  in  the  case  of  corporations  organized 
under  chapter  one  hundred  and  fifteen  of  the  Public  Statutes; 
and  except  as  provided  in  this  act  churches  incorporated  under 


lyS  Religious  Corporations. 

the  provisions  of  this  act  shall  have  the  same  powers  and  privi- 
leges and  shall  be  subject  to  the  same  duties,  restrictions  and 
liabilities  as  corporations  established  under  said  chapter  one 
hundred  and  fifteen.* 

88.  Members  and  voters. — None  but  members  of  such 
a  church  shall  be  members  of  any  such  corporation,  and  none 
but  resident  members  of  such  church  of  twenty-one  years  of 
age  and  upwards  shall  vote. 

89.  Deacons  may  convey  trust  estates  to  church. — 
7.  The  deacons  of  any  such  church  holding  real  or  personal 
estate  under  the  provisions  of  chapter  thirty-nine  of  the  Public 
Statutes,  may  convey  any  such  estate  to  the  church  of  which 
they  are  deacons,  if  incorporated  under  the  provisions  of  this 
act,  and  such  estate  shall  thereafter  be  held  by  the  church,  sub- 
ject to  the  same  uses  and  trusts  as  when  held  by  said  deacons. 

90.  Religious  societies  may  convey  estate  to  church. 

— 8.  Any  religious  societ}^  connected  With  a  church  incorpo- 
rated under  the  provisions  of  this  act,  may  at  any  meeting  in  the 
call  for  which  notice  has  been  given  of  the  object  of  the  meet- 
ing, by  a  three-fourths  vote,  authorize  one  or  more  persons  in 
its  name  and  behalf  to  convey  to  such  church  any  real  or  per- 
sonal estate  belonging  to  it,  and  such  estate  shall  thereafter  be 
held  by  the  church  subject  to  the  same  uses  and  trusts  as  when 
held  by  said  religious  society. 

Conditions  and  Restrictions  on  Real  Estate. 
[Act  of  June  16,  1887.] 

91.  Time-limit  as  to  restrictions  on  real  estate  not 
applicable  to  religious  gifts. — i.  When  the  title  or  use  of 
real  estate  is  affected  by  conditions  or  restrictions  unlimited  as 
to  time,  such  conditions  or  restrictions  shall  be  construed  as 
being  limited  to  the  term  of  thirty  years  from  the  date  of  the 
deed  or  other  instrument  or  the  date  of  the  probating  of  the 
will  creating  such  conditions  or  restrictions  except  only  in 
cases  of  gifts  or  devises  for  public,  charitable  or  religious  pur- 
poses. This  act  shall  not  apply  to  existing  conditions  or 
restrictions  or  to  such  as  may  be  contained  in  a  deed,  gift,  or 
grant  of  the  commonwealth,  nor  shall  it  operate  in  any  case  to 
defeat  restrictions  for  a  term  of  years  certain. 

*  See  p.  173. 


Massachusetts.  lyg 

Assessment  and  Collection  of  Taxes  nv  Religious 
Societies. 

[In  effect  June  i6,  1887.] 

92.  Taxes  not  to  be  assessed  on  polls  or  estates, 
except  pews. —  i.  Religious  societies  shall  not  assess  taxes 
on  the  polls  or  estates  of  their  members;  Provided^  That  pews 
may  be  assessed  as  heretofore. 

93.  Section  21,  Chap.  38,  repealed. — 2.  Section  twenty- 
one  of  chapter  thirty-eight  of  the  Public  Statutes,  and  all  acts 
and  parts  of  acts  inconsistent  herewith  are  repealed. 

By-Laws  of  Incorporated  Religious  Societies. 
[Act  of  May  10,  1888.] 

94.  Religious  societies  may  make  by-laws. — i.    Any 

religious  society  now  incorporated  or  which  may  hereafter  be 
incorporated  under  the  laws  of  this  commonwealth  may  make 
by-laws  for  the  purpose  of  warning  and  calling  its  meetings 
and  for  all  other  purposes  which  it  may  deem  necessary  for  the 
management  of  its  affairs.  But  no  by-laws  shall  be  made  by 
any  religious  society  repugnant  to  law  or  to  its  charter. 

Records  of  Extinct  Churches  or  Religious  Societies. 
[Act  of  April  26,  1890.] 

95.  Records  to  be  delivered  to  clerk  of  town. — Sec- 
tion fifteen  of  chapter  thirty-seven  of  the  Public  Statutes  is 
hereby  amended  ....  so  that  as  amended  the  section  shall 
read:  vSection  15.  When  a  church  or  religious  society  ceases  to 
have  a  legal  existence,  and  the  care  of  its  records  and  registries 
is  not  otherwise  provided  for  by  law,  the  person  having  posses- 
sion of  such  records  or  registries  shall  deliver  them  to  the  clerk 
of  the  city  or  town  in  which  such  church  or  society  was  situated, 
and  such  clerk  may  certify  copies  thereof.  If  the  person  hav- 
ing possession  of  such  records  or  registries  neglects  to  deliver 
them  to  the  clerk  of  the  city  or  town  entitled  to  receive  them 
as  aforesaid,  such  clerk  shall  demand  the  same. 

Defining  Grounds  and  Ways  Under  the   Control  of  Ed- 
ucational and  Religious  Associations. 

[Act  of  April  6,  1892.] 

96.  Bounds  for  annual  sessions,  how  defined. — i.  Any 

educational  or  religious  association,  incorporated  imder  chapter 


i8o  Religious  Corporations. 

one  hundred  and  fifteen  of  the  Public  Statutes,  may  define  and 
fix  bounds  upon  private  grounds  and  private  ways  under  its 
control  leading  to  public  streets,  railroads  or  railways,  ponds  or 
streams,  for  the  purposes  of  its  annual  sessions,  within  which 
bounds  no  person  shall  be  permitted  to  enter  or  pass  unless  in 
conformity  with  the  regulations  made  by  its  board  of  manage- 
ment ;  Provided,  That  before  its  said  sessions,  and  during  the 
continuance  thereof,  it  shall  have  conspicuously  posted  at  all 
entrances  of  said  defined  premises  the  said  regulations. 

97.  May  appoint  officers  of  the  peace. — 2.  The  offi- 
cers of  said  association  may  designate  any  officers  authorized 
to  serve  criminal  processes  within  any  town  or  city  of  the 
county  where  it  is  located,  to  act  at  its  sessions  for  the  preser- 
vation of  public  peace,  the  enforcement  of  its  regulations  and 
service  of  criminal  processes  within  said  defined  premises. 

98.  Fines,  limit  upon. — 3.  Whoever,  contrary  to  the 
aforesaid  regulations,  after  notice  thereof,  enters  or  passes 
within  the  bounds  so  fixed,  shall  be  punished  by  a  fine  not 
exceeding  five  dollars. 

99.  Powers,  limit  upon. — 4.  The  foregoing  provisions 
shall  not  authorize  any  such  association  to  occupy  or  include 
within  such  bounds  the  land  of  any  person  without  his  consent, 
nor  to  obstruct  travel  on  any  public  highway. 

Particular  Denominations. 

100.  Special  provisions  for  the  incorporation  and  manage- 
ment of  denominational  churches  are  made  as  follows :  Chapter 
38,  section  43,  Protestant  Episcopal  church;  sections  44-47, 
Methodist  Episcopal  church;  sections  48-50,  Roman  Catholic 
church;  Chapter  39,  section  8,  the  Quakers.  See,  also,  other 
sections  of  chapter  39,  of  the  Public  Statutes  ;  and  Chapter 
239,  Laws  of  1888,  Act  of  May  26,  in  relation  to  Protestant 
Episcopal  and  Reformed  Episcopal  churches.  Act  of  Mar.  28, 
1895,  makes  provision  for  the  American  Unitarian  Association. 

[Addition,  1895.] 

101.  Fees. — The  Act  of  Mar.  27,  1895,  appears  to  reduce 
fees  for  certificates,  pp.  174,  175,  to  one  dollar. 


MICHIGAN. 

CONSTITUTION.     Article  XV. 
[In  effect  Jan.  i,  1851.] 

1.  General  laws  to  be  enacted. — i.  Corporations  may 
be  formed  under  general  laws,  but  shall  not  be  created  by- 
special  act,  except  for  municipal  purposes.  All  laws  passed 
pursuant  to  this  section  may  be  amended,  altered  or  repealed 

2.  Time-limit  of  charters. — 10.  No  corporation,  except 
for  municipal  purposes,  or  for  the  construction  of  railroads, 
plank  roads,  and  canals,  shall  be  created  for  a  longer  time  than 
thirty  years ;  but  the  Legislature  may  provide  by  general  laws 
applicable  to  any  corporation  for  one  or  more  extensions  of  the 
term  of  such  corporation  while  such  term  is  running,  not  ex- 
ceeding thirty  years  for  each  extension ;  .  .  .  .  Provided^  That 
in  cases  of  corporations  where  there  is  no  capital  stock,  the 
Legislature  may  provide  the  manner  in  which  such  corporations 
may  be  reorganized.      [As  amended  April,  1889.] 

3.  Limitation  on  real  estate. — 12.  No  corporation 
shall  hold  any  real  estate  hereafter  acquired,  for  a  longer  period 
than  ten  years,  except  such  real  estate  as  shall  be  actually  occu- 
pied by  such  corporation  in  the  exercise  of  its  franchises. 

4.  Notice  of  alterations  of  charters. — 16.  Previous 
notice  of  any  application  for  an  alteration  of  the  charter  of  any 
corporation  shall  be  given  in  such  manner  as  may  be  prescribed 
by  law. 

GENERAL  STATUTES,  1882. 
Chap.   CLXX.     Churches  and  Religious  Societies. 

5.  How  incorporated. — 4618.  It  shall  be  lawful  for  any 
number  of  persons  of  full  age,  not  less  than  five,  who  may  be 
desirous  of  forming  themselves  into  a  church,  congregation,  or 
religious  society  to  be  connected  with  some  church  organiza- 

(181) 


i82  Religious  Corporations. 

tion,  and  who  shall  sign  articles  of  association  for  that  purpose, 
to  assemble  together  at  such  place  as  they  may  select,  and  by 
a  plurality  of  votes,  by  ballot,  elect  any  number  of  discreet 
persons,  being  laymen,  not  less  than  three  nor  more  than  nine 
in  number,  a  majority  of  whom  shall,  both  in  case  of  a  church 
and  in  case  of  a  society  connected  with  a  church,  be  members 
of  such  church,  as  trustees,  to  take  charge  of  the  property  be- 
longing to,  and  transact  all  affairs  relative  to  the  temporalities 
of  such  church,  congregation  or  society.  At  any  time  after 
such  church,  congregation  or  society  shall  have  become  duly 
organized,  it  shall  be  lawful  for  it,  at  a  meeting  thereof  called 
in  accordance  with  the  provisions  of  this  act,  by  a  vote  of  two- 
thirds  of  the  members  of  such  church,  congregation,  or  society 
entitled  to  vote,  present  at  any  such  meeting,  to  amend  its 
articles  of  association  in  any  manner  not  inconsistent  with  che 
provisions  of  this  act,  and  such  amendments  shall  become 
operative  on  filing  a  copy  of  the  same  certified  by  the  modera- 
tor, chairman  or  president  and  clerk  of  such  meeting,  with  the 
clerk  of  the  county  where  such  church,  congregation  or  society 
is  organized. 

6.  Minister  may  be  president.  Qualifications  of 
voters. — 4619.  It  shall  be  lawful  for  any  such  church,  con- 
gregation or  society  to  choose  their  minister,  priest,  curate, 
rector,  parson  or  officiating  clergyman  for  the  time  being,  to  be 
the  president  of  said  corporation  and  of  its  meetings,  by  vote, 
as  aforesaid,  and  at  the  first  election  provided  for  in  this  act, 
every  person  of  full  age  who  shall  have  signed  the  articles  shall 
be  entited  to  vote. 

7.  Notice  of  election. — 4620.  The  minister,  priest,  rec- 
tor, curate,  parson  or  officiating  clergyman  of  such  church, 
congregation,  or  if  none  of  them  be  present,  one  of  the  elders 
or  deacons,  church  wardens,  or  vestrymen  thereof,  and  for  want 
of  such  officers,  any  other  person  being  a  member  or  stated 
hearer  in  such  church,  congregation  or  society,  shall  publicly 
notify  said  congregation  of  the  time  when  and  the  place  where, 
any  election  shall  be  held ;  and  such  notification  shall  be  given 
for  two  successive  Sabbaths  on  which  such  church,  congrega- 
tion or  society  shall  statedly  meet  for  public  worship  next  pre- 
ceding the  election. 

8.  Inspectors  of  election.    Certificates  of  trustees. — 

4621.     Any  two    of    the    elders,    deacons,    church  wardens  or 


Michigan.  185 

vestrymen  of  such  church,  congregation  or  society,  or  if  such 
officers  shall  not  be  present,  then  any  two  voters  present,  to  be 
nominated  by  a  majority  of  the  voters,  shall  be  inspectors  of 
the  election,  receive  the  votes  and  determine  the  qualification  of 
voters;  and  they  shall  immediately  after  the  election  certify, 
under  their  hands  and  seals,  the  names  of  persons  elected  to 
serve  as  trustees  or  vestrymen,  in  which  certificate  the  name  by 
which  the  said  trustees  or  vestrymen,  and  their  successors  in 
office  shall  forever  thereafter  be  known  and  called,  shall  be  par- 
ticularly mentioned  and  specified,  and  such  trustees  may  in  said 
certificate  be  denominated  vestrymen,  or  church  wardens  and 
vestrymen,  executive  committee,  or  any  other  name  stated  in 
the  certificate :  Provided,  always ,  That  they  shall  have  all  the 
power  specified  in  this  act,  and  be  elected  in  the  manner  pro- 
vided for  in  this  act. 

9.  Certificates  to  be  acknowledged  and  recorded. — 

4622.  Such  certificate  sha'll  be  acknowledged  by  the  person 
making  the  same,  or  proved  by  a  subscribing  witness  thereto, 
before  some  officer  authorized  to  take  acknowledgment  of  deeds; 
and  said  certificate,  with  the  certificate  of  acknowledgment,  or 
proof  thereof,  and  the  articles  of  association  shall  be  recorded 
by  the  clerk  of  the  county  within  which  the  church  or  place  of 
worship  of  such  congregation  shall  be  situated,  in  a  book  to  be 
by  him  provided  for  that  purpose,  who  shall  be  entitled  to  ten 
cents  for  each  folio  for  recording  the  same;  and  thereafter  such 
titistees  and  their  successors  shall  be  a  body  corporate,  by  the 
name  expressed  in  such  certificate. 

10.  Common  seal.  Trustees  to  take  possession  of 
property. — 4623.  Such  trustees  may  have  a  common  seal, 
and  may  alter  the  same  at  pleasure ;  and  they  may  take  into 
their  possession  and  custody  all  the  temporalities  of  such  church, 
congregation,  or  society,  whether  the  same  shall  consist  of  real 
or  personal  estate,  and  whether  the  same  may  have  been  given, 
granted  or  devised,  directly  or  indirectly,  to  such  church,  con- 
gregation or  society,  or  to  any  other  person  or  persons  for  their 
use. 

11.  Rights  and  powers  of  trustees.  Limit  upon  real 
estate. — 4624.  Such  trustees  may,  also,  in  their  corporate 
name,  sue  and  be  sued  in  all  courts  and  places;  and  they  may 
recover  and  hold  all  the  debts,  demands,  rights,  and  privileges, 
all  churches,  buildings,  burying  places,  and  all  the   estate  and 


184  Religious  Corporations. 

appurtenances  belonging  to  such  church,  congregation  or  so- 
ciety, in  whatsoever  manner  the  same  may  have  been  acquired, 
or  in  whose  hands  soever  the  same  may  be  held,  as  fully  and 
amply  as  if  the  right  and  title  thereto  had  been  originally  vested 
in  said  trustees;  and  they  may  hold  moneys  or  personal  estate, 
raised  or  acquired  for  the  purpose  of  erecting  churches  or  houses 
of  residence  for  their  minister  or  priest,  or  for  the  purpose  of 
burial  ground,  for  a  period  not  exceeding  one  year  before  in- 
vestment thereof,  and  not  exceeding  the  value  or  amount  of 
twenty  thousand  dollars;  and  they  may  hold,  for  a  period  not 
exceeding  three  years,  any  land  which  may  be  lawfully  conveyed 
to  them  not  exceeding  five  thousand  dollars  in  value,  to  be  sold 
for  the  purpose  of  raising  a  fund  for  erecting,  repairing,  or  im- 
proving a  church  or  churches;  or  other  buildings  aforesaid,  or 
for  the  purchase  or  improvement  of  any  cemetery  or  burial 
ground.  But  all  such  lands  shall  revert  to  the  donor  or  grantor, 
his  or  her  heirs  or  assigns,  if  not  disposed  of  within  the  time 
aforesaid. 

12.  Powers  of  trustees  over  property.    Limitations. 

— 4625.  The  said  trustees  or  wardens  and  vestrymen  shall  also 
have  authority,  under  the  direction  of  the  church,  congregation 
or  society,  to  sell  and  convey,  mortgage  or  lease  any  real  estate 
belonging  to  such  church,  congregation  or  society,  or  held  by 
them  as  such  trustees,  or  wardens  and  vestrymen,  and  to  erect 
or  purchase  churches  and  meeting  houses,  and  dwelling  houses 
for  their  ministers  and  priests,  and  other  buildings  for  the  direct 
and  legitimate  use  of  their  church,  congregation,  or  society,  and 
to  alter  and  repair  the  same,  but  for  no  secular  purpose ;  P7-o- 
vided,  That  no  such  sale  or  conveyance  shall  be  made  in  any 
case  where  it  would  be  inconsistent  with  the  express  terms,  or 
plain  intent  of  the  grant,  donation,  conveyance,  or  devise  by 
which  the  same  was  conveyed  or  devised  to  or  for  the  use  of 
such  church,  congregation,  or  society;  nor  unless  the  vote  or 
assent  of  at  least  two-thirds  of  those  present  and  entitled  to 
vote,  at  any  meeting  of  the  church,  congregation  or  society  duly 
called  for  that  purpose,  shall  be  obtained  therefor. 

13.  Trustees  to  manage  temporalities. — 4626.  They 
shall  also  have  authority  to  make  rules  and  orders  for  managing 
the  temporal  affairs  of  such  church,  congregation,  or  society, 
and  to  dispose  of  all  moneys  belonging  thereto,  and  to  order 
and  regulate  the  renting  of  pews  or  slips  in  their  meeting- 
houses and  churches,  and  the  perquisites  for  the  breaking  of 


Michigan,  185 

the  ground  and  burial  of  the  dead  in  the  cemetery  or  church- 
yard, and  in  the  said  churches  or  meeting-houses. 

14.  Officers  of  trustees.  Duties  of  clerk. — 4627. 
They  may  appoint  a  clerk  and  a  treasurer  of  their  board,  and 
a  collector  to  collect  their  rents  and  revenues,  and  may  regulate 
the  fees  to  be  allowed  such  clerk,  treasurer  and  collector,  and 
may  remove  them  and  appoint  others  in  their  stead,  at  pleasure ; 
and  such  clerk  shall  enter  all  rules  and  orders  made  by  such 
trustees,  and  payments  ordered  by  them,  in  a  book  to  be  pro- 
cured by  them  for  that  purpose. 

15.  Trustees,  meetings.  President  to  have  casting- 
vote. — 4628.  Any  two  of  the  trustees^may  at  any  time  call  a 
meeting  of  the  trustees,  and  a  majority  of  them,  being  law- 
fully convened,  shall  be  competent  to  do  and  perform  all  mat- 
ters and  things  which  such  trustees  are  authorized  to  do  and 
perform ;  and  said  trustees  may  elect  the  minister,  priest,  curate, 
rector,  parson,  or  officiating  clergyman  of  said  society,  for  the 
time  being,  to  preside  at  such  meetings,  who  shall  have  no  vote 
except  in  case  of  a  tie  of  the  board,  when  he  shall  have  a  casting 
vote. 

16.  Trustees,  term  of  office.    Annual  election  of  full 

board. — 4629.  The  said  trustees  shall  hold  their  office  for  three 
years,  and  until  their  successors  shall  have  been  elected  and 
entered  upon  the  discharge  of  their  duties ;  and  immediately  after 
their  first  election,  as  hereinbefore  provided,  the  said  trustees 
shall  be  divided  by  lot  into  three  classes,  numbered  one,  two,  and 
three ;  and  the  seats  of  the  first  class  shall  be  vacated  at  the  end 
of  the  first  year,  of  the  second  class  at  the  end  of  the  second  year, 
and  of  the  third  class  at  the  end  of  the  third  year,  to  the  end 
that  as  near  as  may  be,  one-third  part  of  the  whole  number  of 
the  trustees  may  be  annually  chosen ;  Provided,  hoivever,  That 
any  persons  entering  into  articles  of  association  as  aforesaid, 
may  provide  in  said  articles  for  the  election  of  the  whole  board 
of  trustees  once  in  each  year,  at  such  time  as  they  may  appoint, 
in  the  manner  above  prescribed,  and  said  whole  number  may 
be  elected  in  conformity  to  such  provisions. 

17.  Annual  meeting,  time  how  changed.  Notices. 
— 4630.  Such  church,  congregation  or  society  shall  have  power, 
at  a  meeting  regularly  called  for  that  purpose  by  like  notice  as 
is  required  for  the  calling  of  a  meeting  for  the  election  of  trus- 
tees, to  change  the  time  of  holding  its  annual  meeting  for  the 


i86  Religious  Corporations. 

election  of  trustees;  and  it  shall  be  the  duty  of  the  clerk  of 
said  trustees  at  least  one  month  before  the  time  regularly  fixed 
for  the  holding  of  such  annual  meeting,  to  give  notice  thereof 
in  writing  to  the  minister,  priest,  curate,  rector,  parson,  or 
officiating  clergyman,  or  in  case  of  his  death  or  absence  to 
the  elders  or  church  wardens,  or  if  there  be  no  elders  or 
church  wardens  then  to  the  deacons  or  vestrymen  of  any  such 
church,  congregation  or  society,  specifying  in  such  notice  the 
names  of  the  trustees  whose  office  will  expire;  and  the  minis- 
ter, priest,  curate,  rector,  parson,  or  other  officer  receiving  such 
notice  shall,  in  manner  aforesaid,  notify  the  members  of  such 
church,  congregation  or  society  of  such  vacancies  and  appoint 
the  time  and  place  for  the  election  to  supply  the  same.  [As 
amended  May  15,  18S9.] 

18.  Election  of  trustees,  time  of. — 4631-  Such  election 
shall  be  held  at  least  six  days  before  vacancies  shall  occur  as 
aforesaid;  and  all  subsequent  elections  shall  be  held  and  con- 
ducted by  the  like  persons,  and  in  the  same  manner  as  herein- 
before provided  for  the  first  election ;  and  in  case  any  vacancy 
shall  occur  by  the  death  of  a  trustee,  his  refusal  to  act,  or 
removal  from  the  church,  congregation  or  society,  before  his 
term  of  office  expires,  or  otherwise,  notice  thereof  shall  be 
given  as  aforesaid,  and  an  election  shall  be  held,  and  another 
trustee  chosen  in  his  stead  for  the  remainder  of  his  term. 

19.  Stated  hearers  to  be  voters. — 4632.  No  person 
belonging  to  any  stich  church,  congregation  or  society,  incor- 
porated under  the  provisions  of  this  act,  shall  be  entitled  to 
vote  at  any  election  after  the  first,  until  he  shall  have  been  an 
attendant  on  public  worship  in  such  church,  congregation,  or 
society,  at  least  six  months  next  before  such  election,  and  shall 
have  contributed  to  the  support  of  such  church,  congregation, 
or  society,  according  to  the  usages  and  customs  thereof. 

20.  Clerk  to  register  stated  hearers.— 4633.  The 
clerk  of  the  trustees  shall  keep  a  register  of  the  names  of  all 
such  persons  as  shall  desire  to  become  stated  hearers  in  the  said 
church,  congregation,  or  society,  and  shall  therein  note  the 
time  when  such  request  was  made;  and  the  said  clerk  shall 
attend  all  subsequent  elections,  in  order  to  test  the  qualifica- 
tions of  such  voters,  in  case  they  shall  be  questioned. 

21.  Trustees  not  to  fix  salary  of  minister.— 4634. 
Nothing  in  this  act  contained  shall  be  construed  to  give  such 


Michigan.  187 

trustees  the  power  to  fix  or  ascertain  the  salary  or  compensa- 
tion to  be  paid  any  minister  or  priest,  curate,  rector,  or  parson, 
but  the  same  shall  be  ascertained  and  fixed  by  a  majority  of 
such  church,  congregation  or  society  entitled  to  vote  at  the 
election  of  trustees. 

22.  Real  estate,  how  sold. — 4635.  It  shall  be  lawful 
for  the  circuit  court  for  the  county  in  which  any  such  religious 
corporation  shall  have  been  constituted,  on  the  application  of 
such  corporation,  if  such  court  shall  deem  it  proper,  to  make 
an  order  for  the  sale  of  any  real  estate  belonging  to  such  cor- 
poration, and  to  direct  the  application  of  the  moneys  arising 
therefrom,  to  such  uses  as  the  said  corporation,  with  the  appro- 
bation of  said  court,  shall  conceive  to  be  for  the  interest  of  such 
corporation;  Provided,  That  no  sale  shall  be  authorized  by  the 
court  in  any  case  where  it  would  be  inconsistent  with  the 
express  terms  or  plain  intent  of  the  grant,  donation,  convey- 
ance, or  devise  by  which  the  same  was  conveyed  or  devised  to 
or  for  the  use  of  such  church,  congregation,  or  society,  prior 
to  the  passage  of  this  act. 

23.  Notice  of  application  for  order  of  sale. — 4636.  At 
least  thirty  days  previous  notice  of  any  such  application  to  the 
circuit  court  shall  be  given,  by  publishing  the  same  in  some 
newspaper  published  in  the  county,  if  one  be  there  published, 
if  not,  by  posting  up  notices  in  three  or  more  public  places  in 
such  county. 

24.  Real  estate  to  be  held  in  trust. — 4637-  All  lands, 
tenements,  and  hereditaments,  that  have  been  or  may  here- 
after be  lawfully  conveyed  by  devise,  gift,  grant,  purchase,  or 
otherwise,  to  any  persons  as  trustees  in  trust,  for  the  use  of 
any  church,  congregation,  or  religious  society,  organized,  or 
which  may  be  hereafter  organized,  within  this  State,  either  for 
a  meeting  house,  burial  ground,  or  for  the  residence  of  a 
preacher  or  priest,  shall  vest  and  descend,  with  the  improve- 
ments, in  perpetual  succession  to,  and  shall  be  held  by  the 
trustees  provided  for  by  this  act,  in  trust  for  such  church,,  con- 
gregation or  society. 

25.  No  church  oflBcer  to  hold  property  as  such. — 

4638.  No  bishop,  vicar,  rector,  parson,  curate,  priest,  deacon, 
or  other  officer  of  any  church,  religious  body,  order,  society,  or 
association ;  no  superior  or  other  officer  or  member,  male  or 
female,  of  any  religious  order,  ecclesiastical  or  lay,  nor  of  any 


i88  Religious  Corporations. 

ecclesiastical,  educational  or  charitable  institution  or  establish- 
ment, shall,  in  consequence  of  such  office  or  membership,  or  in  the 
character  or  capacity  of  such  officer  or  member,  have,  possess  or 
exercise  any  power,  capacity  or  franchise  of  a  corporation  sole,  so 
far  as  relates  to  the  taking,  holding,  managing,  selling  or  trans- 
mitting property;  and  every  gift,  grant,  devise,  bequest,  con- 
veyance, or  lease  of  any  real  estate,  or  interest  therein,  or  any 
use  or  benefit  to  arise  therefrom,  or  of  money,  or  of  other 
property  invested  therein  or  to  arise  therefrom,  hereafter  made, 
or  attempted  to  be  made,  by  deed,  will,  or  otherwise,  to  any  such 
officer  or  member,  by  his  or  her  name  of  office  or  membership, 
or  in  the  character  of  such  officer  or  member,  shall  be  utterly 
void,  to  all  intents  and  purposes;  and  no  corporation  for  relig- 
ious, ecclesiastical,  educational,  or  charitable  purposes,  shall  be 
recognized  as  existing  by  the  common  law,  the  canon  law,  or 
by  prescription,  or  in  any  other  manner,  except  by  express 
statute  of  this  State;  Provided,  That  this  section  shall  in  no 
way  invalidate  any  right  of  property,  or  right  of  action  hereto- 
fore vested ;  and  Provided  further,  That  this  section  is  not  in- 
tended as  any  implication  or  admission  of  any  previous  corpo- 
rate capacity  incident  to  such  official  character  or  membership, 
as  herein  above  mentioned. 

26.  No  ecclesiastical  law  or  custom  to  affect  the 
tenure  of  real  estate. — 4639.  Neither  the  canon  law,  nor  the 
decrees,  nor  any  decree  or  order  of  any  ecclesiastical  council  or 
body,  nor  any  custom  or  usage  thereon,  nor  any  custom  or 
usage  of  any  church,  congregation,  or  religious  society,  or  re- 
ligious order,  shall  hereafter  be  recognized  or  enforced  in  this 
State,  so  far  as  such  law,  usage  or  custom,  shall  relate  to  the 
acquisition,  the  tenure,  or  the  control  or  disposition  of  any  real 
estate,  or  any  interest  therein,  or  any  use  or  trust  connected,  or 
to  be  connected  therewith;  Provided,  jievert he/ess,  That  this 
section  shall  not  in  any  manner  impair  or  invalidate  any  grant, 
devise,  or  other  conveyance  heretofore  made,  nor  shall  this  sec- 
tion be  construed  as  a  recognition  of  the  prior  legality  or  obli- 
gation of  such  law,  usage  or  custom,  in  this  State. 

27.  Certain  devises,  etc.,  void  unless  made  to  corpo- 
ration.— 4640.  No  grant,  conveyance,  devise,  or  lease  of  any 
real  estate,  dedicated  or  appropriated  to  the  purposes  of  relig- 
ious worship,  or  for  any  religious  or  ecclesiastical  purposes,  or 
appearing  to  be  intended  to  be  managed  or  controlled  by  any 
church,  congregation  or  society,  or  any  officer  or  officers  thereof. 


Michigan.  189 

in  his  or  their  official  capacity,  shall  hereafter  vest  any  right, 
title  or  interest  in  any  person  or  persons  to  whom  such  grant, 
conveyance,  devise,  or  lease  may  be  made,  unless  the  same  shall 
be  made  to  a  corporation  organized  imder  some  statute  of  this 
State,  or  of  the  late  Territory  of  Michigan,  or  under  the  pro- 
visions of  this  act,  or  some  act  hereafter  passed,  amending  or 
altering  the  same. 

28.  Existing  societies  confirmed,  subject  to  this  act. 
Vacancies.  Reincorporation  after  dissolution.  —  4641. 
Every  church,  congregation,  or  religious  society  heretofore 
incorporated  in  pursuance  of  any  statute  of  this  State,  or  of 
the  late  Territory  of  Michigan,  and  not  since  dissolved,  shall 
be,  and  is  hereby  established  and  confirmed,  subject,  neverthe- 
less, to  the  provisions  of  this  act,  so  far  as  they  may  be  consti- 
tutionally subjected  thereto,  without  impairing  rights  heretofore 
legally  vested ;  and  all  vacancies  which  may  hereafter  occur  in 
the  office  of  trustee  of  any  church  or  religious  society,  hereto- 
fore incorporated  under  any  statute  of  this  State,  or  of  the  late 
Territory  of  Michigan,  shall  be  filled  by  an  election,  as  pro- 
vided for  the  filling  of  vacancies  in  such  office  under  this  act; 
and  in  case  of  the  dissolution  of  any  such  corporation,  or  of 
any  corporation  hereafter  to  be  formed,  in  pursuance  of  the 
provisions  of  this  act,  for  any  cause  whatever,  the  same  may  be 
incorporated  under  the  provisions  of  this  act,  at  any  time  within 
six  years  after  such  dissolution,  and  thereupon  all  the  estate, 
real  or  personal,  formerly  belonging  to  the  same,  and  not  law- 
fully disposed  of,  shall  vest  in  such  corporation,  as  if  there  had 
been  no  dissolution. 

29.  Act  applies  to  all  religious  societies. — 4642.  The 
provisions  of  this  chapter  shall  apply  to  all  churches,  religious 
congregations,  religious  societies,  religious  and  ecclesiastical 
orders,  and  every  association  of  persons  for  religious  purposes. 

30.  How  corporations  may  unite. — 4643.  Any  two  or 
more  corporations,  formed  imder  the  provisions  of  this  act, 
may  be  united  into  one  corporation  upon  complying  with  the 
following  conditions: 

I.  Each  of  such  separate  corporations  shall,  at  its  annual 
meeting  or  at  a  meeting  called  by  a  majority  of  its  trustees 
expressly  to  consider  the  propriety  of  such  consolidation,  notice 
of  which  shall  be  given  in  the  same  manner,  as  notice  of  the 
annual  meeting,  pass  a  resolution  by  a  majority  vote  of  the 


ipo  Religious  Corporations. 

members  of  such  corporation  present  at  such  meeting,  declar- 
ing it  expedient  that  such  consolidation  should  take  place, 
which  resolution  and  the  vote  by  which  it  was  passed,  shall  be 
entered  on  the  records  of  such  corporation,  and  the  record  of 
such  meeting  shall  be  signed  by  the  chairman  and  clerk  thereof; 

2.  After  such'  resolution  shall  have  been  passed  by  the 
respective  corporations,  the  trustees  thereof  together,  or  a 
majority  of  such  trustees,  shall  call  a  meeting  of  all  the  mem- 
bers of  the  different  corporations,  to  be  consolidated  for  the 
purpose  of  forming  a  new  corporation  from  the  members  com- 
posing said  several  corporations; 

3.  Notice  of  the  time,  place  and  object  shall  be  read  for  two 
successive  Sundays  next  prior  to  such  meeting,  in  the  several 
places  in  which  public  worship  shall  be  held  by  such  churches, 
congregations  or  religious  societies  respectively  on  said  days, 
and  if  there  shall  be  no  public  worship  on  said  successive  Sun- 
days in  any  one  of  said  churches,  congregation  or  societies, 
then  such  notice  may  be  given  by  posting  copies  thereof  in  at 
least  three  public  places  in  the  township  or  townships  in  which 
such  several  corporations  may  be  located,  at  least  fourteen  days 
before  the  time  of  such  meeting;  and  one  copy  of  such  notice 
shall  be  posted  on  the  door  of  the  place  of  worship  of  each  of 
said  several  corporations,  if  any  such  place  of  worship  it  has; 

4.  At  a  meeting  thus  called,  articles  of  association  shall  be 
entered  into  by  not  less  than  three  discreet  persons  of  full  age, 
from  each  of  such  several  corporations  to  be  consolidated,  and 
all  the  members  of  such  corporations  present  at  such  meeting, 
shall  have  the  privilege  of  signing  such  articles  of  association ; 

5.  After  such  articles  of  association  for  the  purpose  of  such 
consolidation  shall  have  been  signed  as  above  provided,  said 
meeting  shall  elect  not  less  than  five  nor  more  than  nine  trus- 
tees of  such  new  corporation. 

31.  Record  of  articles  incorporates.  Powers. — 4644- 
When  such  new  articles  of  association  entered  into  in  accord- 
ance with  the  provisions  of  the  preceding  section,  shall  have 
been  recorded  in  the  office  of  the  county  clerk  as  provided  in 
section  six  of  this  act,  such  separate  corporations  shall  thereby 
become  consolidated  and  merged  therein,  and  the  corporation 
thus  formed  shall  thereupon  succeed  to,  and  become  the  legal 
owner  of  all  the  property  both  real  and  personal  of  such  sepa- 
rate corporations,  and  shall  also  be  liable  for  all  the  obligations 
before  incurred  by  such  several  corporations. 


MiCHIC.AN.  191 

32.  Property  of  dissolved  church  controlled  by  de- 
nomination.— 4645.  When  any  church  which  has  worshiped 
in  connection  with  any  religions  society  formed  under  the  pro- 
visions of  this  act,  shall  have  voluntarily  dissolved  its  church 
organization,  such  religious  society  shall  also  be  dissolved,  and 
the  trustees  thereof  shall  hold  the  property  of  such  society  in 
trust  to  be  disposed  of  by  them,  and  the  proceeds  thereof  shall 
be  paid  over  to  such  religious  organizations  as  shall  be  desig- 
nated by  the  vote  of  the  conference  association  or  convention 
with  which  such  dissolved  church  organization  had  been  con- 
nected. 

33.  By-laws  for  registration  of  voters. — 4646.  It 
shall  be  lawful  for  any  church,  congregation  or  religious  society 
to  adopt  by-laws  requiring  and  regulating  the  registration  of  all 
members  of  such  corporation  who  are  entitled  to  vote  at  any 
meeting  of  such  church,  congregation  or  society;  and  in  that 
case  only  those  thus  registered  shall  vote. 

Appointment  of  Trustees  in  Certain  Cases. 

34.  Trustees  for  the  denomination,  how  chosen. — 
4647.  That  whenever,  by  the  constitution,  rules  or  usages  of 
any  particular  church  or  religious  denomination,  trustees  are 
required  of  and  for  such  religious  denomination,  such  trustees 
shall  be  nominated  and  elected  according  to  the  rules  and  usages 
of  such  religious  denominations.  It  shall  be  the  duty  of  the 
officer  presiding  over  such  election  to  give  to  such  trustees  a  cer- 
tificate of  their  election,  under  his  hand  and  seal,  specifying  the 
name  by  which  such  trustees  and  their  successors  shall  forever 
thereafter  be  called  and  known,  which  certificate  shall  be  ac- 
knowledged or  proved  by  a  subscribing  witness  thereto  before 
some  officer  authorized  to  take  acknowledgments  of  deeds,  and 
the  said  certificate,  with  the  certificate  of  acknowledgment  or 
proof  thereof,  shall  be  recorded  by  the  clerk  of  the  county 
within  which  the  church  or  place  of  worship  of  such  congrega- 
tion shall  be  situated,  in  a  book  to  be  by  him  provided  for  that 
purpose,  who  shall  be  entitled  to  ten  cents  for  each  folio,  for 
recording  the  same ;  and  thereafter  such  trustees  and  their  suc- 
cessors shall  be  a  body  corporate,  by  the  name  expressed  in  such 
certificate,  with  all  the  rights,  powers,  and  privileges  of  other 
religious  corporations  constituted  according  to  law. 

35.  Other  acts  repealed. — 464S.  All  acts  or  parts  of 
acts   conflicting   with    the   provisions   of   this  act   are   hereby 

17 


192  Religious  Corporations. 

repealed,  and  the  Legislature  shall  have  power  to  amend  or 
repeal  this  act  at  any  time  hereafter,  at  its  discretion. 

36.  Legal  organization  presumed  after  ten  years. — 
4649.  That  whenever  any  religious  society  or  corporation  shall 
have  exercised  the  franchises  and  privileges  of  a  corporation  for 
the  term  of  ten  successive  years,  the  same  shall  be  presumed 
to  have  been  legally  organized  in  pursuance  of  the  laws  of  this 
State. 

Change  of  Corporate  Name 

37.  How  changed. — 4650.  That  when  any  church  or 
religious  society  shall  desire  to  change  its  corporate  name,  the 
same  may  be  done  by  a  vote  of  two-thirds  of  the  society,  con- 
ference, vestry,  session,  synod,  or  official  board,  so  desiring  to 
change  its  name  as  aforesaid,  present  and  voting  at  a  regular 
meeting  of  the  same ;  previous  notice  having  been  given  of  such 
proposed  change  at  least  twenty  (20)  days  before  such  meeting. 

38.  Certificate  of  vote. — 4651.  Whenever  such  vote 
shall  be  taken,  the  clerk  or  secretary  of  the  meeting  shall  make 
a  certificate  of  the  fact,  which  certificate  shall  be  countersigned 
by  the  presiding  officer  of  the  meeting,  rector,  presiding  elder, 
or  minister,  and  this  certificate  shall  be  acknowledged  before 
some  officer  authorized  to  take  acknowledgment  of  deeds. 

39.  Record  of  certificate   validates  change.— 4652. 

Such  certificate  shall  be  recorded  in  the  office  of  the  county 
clerk  for  the  county  in  which  such  society  is  located,  and  when 
so  recorded  the  said  society  shall  be  known  in  law  by  the  new 
name,  and  shall  be  entitled  to  all  the  rights  and  privileges  of  the 
original  society  as  it  regards  property,  real  and  personal,  deeds 
and  franchises,  and  shall  be  subject  to  and  liable  for  all  debts 
and  obligations  of  the  corporation  by  the  former  name,  the  same 
as  if  the  name  had  not  been  so  changed. 

Incorporation  of  Ecclesiastical  Bodies. 

40.  How  incorporated.— 4653.  That  whenever  any  ec- 
clesiastical association,  conference,  convention,  convocation, 
presbytery,  synod,  or  any  religious  society  in  which  three  or 
more  regularly  organized  churches  are  represented,  shall  desire 
to  enjoy  corporate  rights  and  powers,  they  may,  by  resolution 
entered  on  their  minutes,  declare  their  purpose  to  become  in- 
corporated, and  may  express  therein  the  name  by  which  they 
may  desire  to  be  known  and  the  object  of  such  incorporation, 


Michigan.  193 

which  shall  not  be  repugnant  to  any  law  of  this  State  or  of  the 
United  States;  and  whenever  a  copy  of  such  resolution,  duly 
attested  by  the  presiding  officer  and  secretary,  or  clerk  of  the 
meeting  at  which  the  same  was  adopted,  together  with  a  copy 
of  the  organic  law  by  which  such  association  or  other  herein- 
before mentioned  body  or  society  is  governed,  shall  be  deposited 
in  the  ofhce  of  the  secretary  of  State;  thereupon  such  associa- 
tion or  other  religious  body  or  society  as  aforesaid,  shall  be  a 
body  corporate  by  the  name  which  shall  be  expressed  in  said 
resolution,  with  all  the  powers  and  privileges,  and  subject  to  all 
the  provisions  and  restrictions,  applicable  in  chapter  fifty-five 
of  the  Revised  Statutes  of  eighteen  hundred  and  forty-six.* 

41.  Corporation  may  hold  property.  Limit,  Pur- 
poses.— -4654.  Any  such  corporation  may  hold  real  and  per- 
sonal estate,  not  exceeding  in  value  one  hundred  thousand 
dollars,  to  be  devoted  exclusively  to  the  diffusion  of  religious 
principles  and  the  building  up  of  churches,  Sunday-schools  and 
other  religious  objects,  and  the  establishment  and  maintenance 
of  religious  societies  or  churches. 

42.  Report  on  property.  Name,  how  changed. — 4655. 
Any  corporation  formed  under  this  act  shall,  whenever  required 
by  the  attorney  general,  secretary  of  State,  or  either  house  of 
the  State  Legislature,  report  a  full  statement  of  its  real  and 
personal  estate,  exhibiting  all  its  financial  affairs;  which  shall, 
within  a  reasonable  time  after  demand,  be  filed  in  the  office  of 
the  secretary  of  State,  and  said  corporation  may,  by  a  vote  of 
two-thirds  of  all  the  members,  at  any  time  change  the  name 
thereof.  Notice  of  such  change  shall  be  forthwith  filed  in  the 
office  of  the  secretary  of  State,  and  such  change,  when  made, 
shall  in  nowise  affect  the  liability  of  such  corporations  for  any 
debts  or  obligations  due,  or  (to)  become  due,  from  it. 

Exercise  of  Corporate  Powers  ev  Religious  Associations. 

43.  How  incorporated. — 4656.  That  when  there  is  or- 
ganized within  this  State  any  diocese,  synod,  conference,  dis- 
trict or  other  organization,  being  an  association  of  congregations 
or  societies  of  a  religious  denomination,  which  shall  desire  to 
possess  corporate  powers  in  order  to  effectuate  the  purposes  of 
such  organization,  such  diocese,  synod,  conference,  or  board  of 
district  stewards,  at  a  meeting  thereof,  held  and  conducted  ac- 
cording to  the  rules  and  regulations  of  such  organization  or 

♦See  No.  55,  Section  4860,  seq.,  p.  195. 


194  Religious  Corporations. 

association,  there  being  present  at  such  meeting  a  majority  of 
the  members  constituting  such  organization,  may  elect  trustees 
in  number  not  more  than  nine  nor  less  than  three,  and  also 
designate  the  corporate  name  by  which  such  trustees  and  their 
successors  in  office  shall  be  known. 

44.  Certificate  of  election  when  recorded  to  be  evi- 
dence of  incorporation. — 4657.  It  shall  be  the  duty  of  the 
officer  presiding  over  such  election  to  give  to  such  trustees  a 
certificate  of  their  election  under  his  hand  and  seal,  specifying 
the  name  by  which  such  trustees  and  their  successors  shall 
thereafter  be  known.  Such  certificate  shall  be  acknowledged 
by  the  person  making  the  same  before  some  officer  authorized 
to  take  acknowledgments  of  deeds,  which  certificate  and  the 
acknowledgment  thereof  shall  be  recorded  by  the  county  clerk 
of  the  county  in  which  such  meeting  was  held,  in  a  book  pro- 
vided for  such  or  similar  purpose ;  such  clerk  shall  be  entitled 
to  receive  ten  cents  for  each  folio  for  recording  the  same ;  and 
thereafter  such  trustees  and  their  successors  shall  be  a  body 
corporate  by  the  name  expressed  in  such  certificate ;  they  and 
their  successors  shall  hold  their  offices  for  the  term  of  one  year, 
or  until  the  organization  or  association  first  making  such  elec- 
tion elect  others  to  succeed  them ;  and  a  certified  copy  of  the 
record  of  said  certificate  under  the  seal  of  the  county  clerk 
where  the  said  record  is  made  and  kept  shall  be  received  as 
prima  facie  evidence  of  the  due  existence  and  incorporation  of 
such  association  in  all  courts  in  this  State. 

45.  Seal.  Powers.  Conveyances. — 4658.  Such  trus- 
tees may  have  a  common  seal,  and  may  alter  the  same  at  pleas- 
ure, and  by  their  corporate  name  may  take  into  their  posses- 
sion, hold,  and  enjoy  all  the  property,  real  and  personal,  pur- 
chased for,  devised,  granted,  or  conveyed  to  them  for  the  use 
and  benefit  of  such  religious  organization;  they  may  also,  in 
such  corporate  name,  sue  and  be  sued  in  all  courts,  recover  and 
hold  all  debts,  demands,  rights,  and  privileges,  and  when  such 
organization  shall  order  by  vote,  at  a  meeting  thereof,  a  ma- 
jority of  all  the  members  composing  such  organization  being 
present  and  voting  therefor,  such  trustees  may  sell  and  convey, 
mortgage  or  lease  any  real  estate  belonging  to  such  organiza- 
tion, or  held  by  them  as  such  trustees.  And  in  every  case  of 
sale,  conveyance,  or  incumbrance  of  real  estate,  said  trustees 
shall  cause  to  be  filed  in  the  office  of  the  register  of  deeds  of 
the  county  in  which  such  real  estate  is  situated,  a  copy  of  the 


Michigan.  i^^ 

acts  of  said  association  authorizing  such  sale,  conveyance,  or 
incumbrance,  duly  certified  by  the  secretary  of  said  association, 
to  be  a  true  copy  of  said  proceedings  and  the  whole  thereof; 
and  said  certified  copy  of  said  proceedings,  with  the  said  cer- 
tificate, and  the  certificate  mentioned  in  section  two  of  this  act,* 
may  be  recorded  in  the  office  of  the  register  of  deeds  of  the 
county  where  said  real  estate  is  situated.  And  when  so  recorded 
the  said  record  or  a  certified  copy  thereof  made  by  the  said  reg- 
ister of  deeds  aforesaid,  shall  be  received  as  prima  facie  evi- 
dence of  all  the  facts  and  acts  of  such  association  as  appears 
in  said  record,  in  all  courts  in  this  State. 

Chap.  CLXXII.     Incorporation  of  Presbyterian  Churches. 

43.  Certificate  of   organization,   contents  of. — 4671. 

That  whenever  any  church,  the  government  of  which,  by  its 
constitution  and  usages,  is  vested  in  ruling  elders,  shall  desire 
to  have  and  possess  corporate  powers  and  privileges,  the  ses- 
sion or  consistory  of  such  church  may  execute  and  acknowl- 
edge, before  any  officer  authorized  to  take  acknowledgments  of 
deeds,  a  certificate  which  shall  contain: 

1.  The  name  of  the  proposed  corporation; 

2.  The  township,  or  city  and  county  in  which  it  is  located; 

3.  The  election  of  such  church,  whether  the  corporate  power 
shall  be  vested  in  the  ruling  elders  and  deacons  thereof,  or  in 
the  deacons  alone,  and  whether  the  pastor  of  such  church  shall 
or  shall  not  be  a  member  of  such  corporation ; 

4.  The  election  of  such  church,  whether  the  acts  of  the 
officers  named  in  the  exercise  of  their  corporate  power,  shall  or 
shall  not  be  subject  to  be  reviewed  by  the  higher  judicatories 
of  the  church,  in  the  mode  prescribed  by  the  constitution  and 
usages  thereof. 

47.  Record  of  certificate  incorporates. — 4672.  Such 
certificates  shall  be  signed  by  at  least  a  majority  of  such  session 
or  consistory,  and  when  duly  acknowledged  by  the  signers 
thereof,  shall  be  recorded  in  the  office  of  the  county  clerk  of  the 
county  named  therein ;  and  thereupon  the  pastor,  ruling  elders 
and  deacons,  the  pastor  and  deacons,  or  the  deacons,  as  the  case 
may  be,  shall  become  a  corporation  by  the  name  expressed  in 
said  certificate,  but  a  vacancy  in  the  office  of  pastor  shall  in  no 
degree  affect  said  corporation. 

*  See  No.  44,  Section  4657,  p.  194. 


196  Religious  Corporations. 

48.  When  only  one  deacon,  elders  to  be  members. — 
4673.  If,  in  any  case  where  the  corporate  powers  are  vested  in 
deacons  alone,  their  number  shall  be  diminished  to  less  than 
two  in  office  and  residing  within  the  bounds  of  the  congrega- 
tions, then  during  such  time  the  ruling  elders  of  such  church 
shall  be  members  of  said  corporation. 

49.  Who  to  be  members  of  corporation. — 4674-  Any 
person  who  shall  become  duly  invested  with  the  office  of  pas- 
tor, ruling  elder  or  deacon,  in  any  particular  church,  shall  be- 
come a  member  of  the  corporation  erected  for  that  church,  sub- 
ject to  the  election  of  the  church,  as  determined  under  the  pro- 
visions of  the  first  section  of  this  act,*  and  the  corporate  func- 
tions of  all  officers  shall  cease  on  the  vacation  of  the  ecclesias- 
tical office. 

50.  Corporation  without  officers  not  to  be  dissolved. 

— 4675.  If  it  shall  happen  that  any  church  whose  officers  have 
been  incorporated  under  this  act,  shall  be  temporarily  without 
officers,  such  corporation  shall  not  for  that  cause  be  dissolved, 
but  the  presbytery  or  classes  (classis)  to  which  the  church  be- 
longs may  appoint  trustees  to  execute  the  functions  of  such 
corporation  during  the  existence  of  the  disability,  but  no 
longer. 

51.  Existing  corporations  may  organize  under  this 
act. — 4676.  The  congregation  of  any  church,  of  the  descrip- 
tion named  in  the  first  section  of  this  act,  the  trustees  of  which 
have  been  incorporated  under  any  law  of  this  State,  may  elect 
to  dissolve  their  existing  organization,  and  take  corporate 
powers  under  this  act;  Provided^  That  the  consent  of  two-thirds 
of  all  persons  present  at  a  public  meeting,  and  who  are  entitled 
to  vote  for  trustees  under  such  law  be  obtained,  of  which  meet- 
ing due  notice  of  the  time  and  place,  and  object  thereof,  shall  be 
given  in  the  manner  prescribed  by  section  two  thousand  and 
twelvef  of  the  Compiled  Laws ;  if  such  consent  shall  be  obtained, 
a  certificate  thereof  shall  be  executed  and  acknowledged  by  the 
presiding  officer  and  secretary  of  such  meeting,  and  shall  be 
recorded  in  the  office  of  the  clerk  of  the  county  where  the  orig- 
inal certificate  of  incorporation  was  recorded;  and  on  compli- 
ance with  the  provisions  of  this  act,  providing  for  the  creation 
of  such  corporations,  all  the  property,  powers,  duties,  trusts  and 
obligations  of  every  kind,   possessed  by  or  pertaining  to   the 

*  See  No.  46,  Section  4671,  p.  195.  f  See  No.  7,  Section  4620,  p.  182. 


Michigan,  197 

original  corporation,  shall  be  transferred  to  and  become  vested 
in  the  corporation  organized  for  the  same  church  under  this  act. 

52.  Powers. — 4677.  Every  corporation  created  under  this 
act,  may  sue  and  be  sued,  in  all  courts  and  places,  may  have 
a  common  seal,  and  may  alter  the  same  at  pleasure,  may  take 
into  their  possession  and  custody  all  the  temporalities  of  the 
church  or  congregation,  whether  the  same  shall  consist  of  real 
or  personal  estate,  and  may  recover  and  hold  all  debts,  de- 
mands, rights  and  privileges,  all  churches,  buildings  and  bury- 
ing places  belonging  to  the  church  or  congregation,  in  whatever 
manner  the  same  may  have  been  acquired,  or  in  whose  hands 
soever  the  same  may  be  held,  as  fully  and  amply  as  if  the  right 
and  title  thereto  had  been  originally  vested  in  such  corporation, 
and  may  hold  such  an  amount  of  real  estate  as  shall  be  reason- 
ably necessary  for  a  church,  lecture  or  school  room,  for  burying 
places,  and  for  dwellings  for  the  ministers  thereof,  but  it  shall 
not  be  lawful  for  such  corporation  to  hold  real  estate  for  any 
other  purpose. 

53.  May  erect  churches,  etc. — 4678.  Every  corporation 
created  under  this  act,  shall  also  have  authority  under  the  direc- 
tion of  the  congregation,  to  erect  churches  and  meeting  houses, 
dwelling  houses  for  their  ministers,  and  other  buildings  for  the 
legitimate  use  of  the  church  or  congregation,  and  to  alter  and 
repair  the  same,  and  also,  under  the  direction  of  the  congrega- 
tion, to  execute  and  acknowledge  any  obligations  and  securities 
upon  the  property  of  such  church  or  congregation  for  the  pay- 
ment of  just  liabilities,  which  may  be  created  in  the  erection  or 
repair  of  such  church,  meeting  house  or  other  buildings. 

54.  Salaty  of  minister. — 4679.  No  corporation  created 
under  this  act  shall  have  the  power  to  fix  the  salary  or  compen- 
sation to  be  paid  any  minister,  but  the  same  shall  be  fixed  by 
the  congregation,  according  to  the  constitution  and  usages  of 
such  church. 

Chap.  CXCI.*     General  Provisions  Relating  to 
Corporations.! 

55.  Powers. — 4860.  All  corporations  shall,  when  no 
other  provision  is  specially  made,  be  capable,  in  their  corporate 
name,  to  sue  and  be  sued,  appear,  prosecute  and  defend  all 

*  Omitted  sections  apply  to  corporations  for  profit. 

tSee  No.  40,  Section  4653,  p.  193,  and  No.  69,  Section  4722,  p.  201. 


198  Religious  Corporations, 

actions  and  causes  to  final  judgment  and  execution,  in  any  courts 
or  elsewhere ;  to  have  a  common  seal,  which  they  may  alter  at 
pleasure;  to  elect,  in  such  manner  as  they  shall  determine  to  be 
proper,  all  necessary  officers,  and  fix  their  compensation,  and 
define  their  duties  and  obligations ;  and  to  make  by-laws  and 
regulations  consistent  with  the  laws  of  the  State,  for  their  own 
government,  and  for  the  due  and  orderly  conducting  of  their 
affairs,  and  the  management  of  their  property. 

56.  By-laws,  contents  of. — 4861.  All  corporations  may, 
by  their  by-laws,  where  no  other  provision  is  specially  made, 
determine  the  manner  of  calling  and  conducting  their  meet- 
ings, the  number  of  members  that  shall  constitute  a  quorum, 
....  the  tenure  of  office  of  the  several  officers;  ....  but 
no  such  by-laws  shall  be  made  by  any  corporation,  repugnant 
to  the  provisions  of  its  charter. 

57.  First  meetings. — 4862.  The  first  meetings  of  all 
corporations,  unless  otherwise  provided  for  in  the  acts  under 
which  they  are  incorporated,  or  in  their  articles  of  association, 
shall  be  called  by  a  notice,  signed  by  one  or  more  of  the  mem- 
bers or  persons  associating  to  form  the  corporation,  setting 
forth  the  time,  place  and  purpose  of  the  meeting;  and  such 
notice  shall,  at  least  twenty  days  before  the  meeting,  be  de- 
livered to  each  member,  or  published  in  some  newspaper  of 
the  county  where  the  corporation  shall  be  established,  or  if  no 
newspaper  be  published  in  the  county,  then  in  a  newspaper  pub- 
lished in  an  adjoining  county,  or  in  the  city  of  Detroit. 

58.  Special  meeting  may  be   called  by  justice. — 

4863.  Whenever,  by  reason  of  the  death,  absence,  or  other 
legal  impediment  of  the  officers  of  any  corporation,  there  shall 
be  no  person  duly  authorized  to  call  or  preside  at  a  legal  meet- 
ing thereof,  any  justice  of  the  peace  of  the  county  where  such 
corporation  is  established  may,  on  a  written  application  of  three 
or  more  of  the  members  thereof,  issue  a  warrant  to  either  of 
the  said  members,  directing  him  to  call  a  meeting  of  the  cor- 
poration, by  giving  such  notice  as  shall  have  been  previously 
required  by  law;  and  the  justice  may,  in  the  same  warrant, 
direct  such  person  to  preside  at  such  meeting  until  a  clerk  shall 
be  duly  chosen  and  qualified,  if  there  shall  be  no  other  officer 
present  legally  authorized  to  preside  thereat. 

59.  Meetings  by  unanimous  consent  valid. — 4864. 
When  all  the  members  of  a  corporation  shall  be  present  at  any 


Michigan.  199 

meeting,  however  called  or  notified,  and  shall  sign  a  written 
consent  thereto  on  the  record  of  such  meeting,  the  doings  of 
such  meeting  shall  be  as  valid  as  if  legally  called  and  notified. 

60.  Consent  meetings,  powers  of. — 4865.  The  mem- 
bers of  such  corporation,  when  so  assembled,  may  elect  officers 
to  fill  all  vacancies  then  existing,  and  may  act  upon  such  other 
business  as  might  lawfully  be  transacted  at  regular  meetings  of 
the  corporation. 

61.  Power  to  hold  lands.    Amendments  to  articles. 

— 4866.  Every  such  corporation  may  hold  land  to  an  amount 
authorized  by  law,  and  may  convey  the  same  ....  And 
such  corporation  may  at  any  time  amend  its  articles  of  associa- 
tion, by  filing  amended  articles  of  association  in  the  office  of 
the  secretary  of  State,  which  said  amended  articles  of  associa- 
tion shall  be  made  in  all  respects  consistent  with  the  provisions 
of  the  act  or  acts  under  which  such  corporation  may  be  organ- 
ized, and  shall  be  executed  by  said  corporation  under  its  corpo- 
rate seal,  and  by  stockholders  of  said  corporation  owning  at 
least  a  majority  of  all  the  capital  stock  of  said  corporation, 
under  their  seals,  and  duly  acknowledged. 

62.  Dissolved  corporations  to  continue  three  years. 

— 4867.  All  corporations  whose  charters  shall  expire  by  their 
own  limitation,  or  shall  be  annulled  by  forfeiture  or  otherwise, 
shall  nevertheless  continue  to  be  bodies  corporate,  for  the  term 
of  three  years  after  the  time  when  they  would  have  been  so 
dissolved,  for  the  purpose  of  prosecuting  and  defending  suits 
by  or  against  them,  and  of  enabling  them  gradually  to  settle 
and  close  their  concerns,  to  dispose  of  and  convey  their  prop- 
erty, and  to  divide  their  capital  stock;  but  not  for  the  purpose 
of  continuing  the  business  for  which  such  corporations  have 
been  or  may  be  established. 

63.  Charters  since  1839  may  be  repealed.  Excep- 
tion.— 4879.  Every  act  of  incorporation  passed  since  the  twen- 
tieth day  of  April,  in  the  year  one  thousand  eight  hundred  and 
thirty-nine,  or  which  shall  be  hereafter  passed,  shall  at  any 
time,  be  subject  to  amendment,  alteration  or  repeal,  at  the 
pleasure  of  the  Legislature,  Provided^  That  no  act  of  incorpo- 
ration shall  be  repealed,  unless  for  some  violation  of  its  charter 
or  other  default,  when  such  charter  shall  contain  an  express 
provision  limiting  the  duration  of  the  same. 


200  Religious  Corporations. 

Title  XXXII.  Chap.  CCLXXXII.  The  Voluntary  Dissolu- 
tion OF  Corporations,  and  of  the  Abatement  of  Suits 
BY  and  Against  Them.* 

64.  Provisions  for  dissolution,  etc.,  inapplicable  to 
religious  corporations. — 8207.  The  provisions  of  this  chapter 
shall  not  extend  to  any  incorporated  library  or  lyceum  society; 
to  any  relig-ioiis  corporation,  or  to  any  incorporated  academy  or 
select  school ;  nor  to  the  proprietors  of  any  burying  ground  in- 
corporated under  the  laws  of  this  State. 


GENERAL  STATUTES,  Vol.  3.    Supplement,  1889. 

Chap.    CLXXc7.     Corporations   for  Establishing    Religious 
Societies  and  Sabbath-schools. 

65.  Who  may  incorporate. — 465 8^.  That  any  seven 
or  more  persons,  of  full  age,  who  shall  associate  for  the  purpose 
of  establishing  churches,  religious  societies,  and  Sabbath- 
schools,  and  providing  for  the  support  thereof,  may  form  them- 
selves into  a  corporation  under  such  name  as  they  shall  adopt 
in  their  articles  of  association. 

66.  Record  of  articles  incorporates. — 465 8<^.  The 
articles  of  association  shall  be  executed  in  duplicate,  by  the 
persons  so  associating  themselves  together,  and  shall  be  ac- 
knowledged by  them  before  some  person  authorized  by  the  laws 
of  this  State  to  take  acknowledgment  of  deeds,  one  of  which 
duplicates  shall  be  filed  and  recorded  in  the  office  of  the  secre- 
tary of  State,  and  a  record  shall  be  made  of  such  articles,  or  a 
certified  copy  thereof,  in  the  clerk's  office  of  the  county  in  which 
the  original  incorporators,  or  a  majority  thereof,  reside,  and 
thereupon  the  persons  so  executing  the  said  articles,  and  such 
persons  as  may  hereafter,  according  to  the  provisions  of  such 
articles,  become  associated  with  them,  shall  become  and  be  a 
body  corporate,  for  the  purposes  set  forth  in  such  articles. 

67.  Articles,  contents  of. — 465 8<r.  The  articles  of  as- 
sociation shall  contain : 

1.  The  names  and  places  of  residence  of  the  persons  asso- 
ciating in  the  first  instance ; 

2.  The  name  of  the  corporation,  and  the  period  for  which 
it  is  incorporated,  not  exceeding  thirty  years; 

3.  The  objects  for  which  it  was  organized; 

*  Sections  8174  to  S211. 


Michigan.  201 

4.  The  qualifications  of  members,  and  the  manner  in  which 
persons  may  thereafter  become  members  of  such  corporation. 

68.  Powers.  Limit  and  purposes  of  property. — 4658^/. 
Such  corporation  shall  have  all  the  privileges,  and  be  sub- 
ject to  all  the  duties  of  a  corporation,  according  to  chapter  fifty- 
five,  of  the  revised  statutes  of  eighteen  hundred  and  forty-six,* 
so  far  as  the  same  shall  be  applicable,  and  not  inconsistent  with 
the  provisions  of  this  act,  and  may  hold  and  possess  real  and 
personal  property,  but  the  value  of  the  real  property  held  thereby 
shall  not  exceed  fifty  thousand  dollars,  and  the  property  thereof 
shall  not  be  used  for  any  purpose  other  than  the  legitimate  busi- 
ness of  the  association,  as  provided  in  its  articles  of  association. 

Chap.  CLXXVIII.     Incorporation  of  Religious  Associa- 
tions, Conventions  and  Conferences. 

69.  How  incorporated, — 4722.  It  shall  be  lawful  for 
any  number  of  persons,  not  less  than  nine,  who  may  be  desir- 
ous of  forming  themselves  into  an  association,  convention,  con- 
ference, or  religious  body,  and  who  shall  sign  articles  of  asso- 
ciation for  that  purpose,  to  assemble  together  at  such  places  as 
they  may  select,  and  by  a  majority  vote,  by  ballot,  elect  any 
number  of  discreet  persons,  not  less  than  three  nor  more  than 
nine  in  number,  as  trustees,  to  take  charge  of  the  property  be- 
longing to,  and  to  transact  all  the  affairs  relative  to,  the  tempo- 
ralities of  such  association,  convention,  conference  or  religious 
body,  with  power  to  lease,  give,  grant  and  convey  such  prop- 
erty, real  and  personal,  by  proper  lease,  deed  or  other  instru- 
ment in  proper  form  when  thereunto  authorized  by  a  two-thirds 
majority  vote  of  the  members  of  such  corporation  present  and 
voting  thereon  at  any  annual  meeting  of  such  corporation,  or  a 
special  meeting  called  for  that  express  purpose,  and  with  all  the 
powers  and  privileges  and  subject  to  all  the  provisions  and  re- 
strictions in  chapter  fifty-five  of  the  general  laws  of  one  thou- 
sand eight  hundred  and  forty-six,  being  chapter  one  hundred 
and  ninety-one  of  Howell's  Annotated  Statutes,  f 

70.  Limitations  upon  property.  Taxation. — 4723. 
Said  corporation  may  hold  real  and  personal  estate,  not  exceed- 
ing in  value  five  hundred  thousand  dollars,  to  be  devoted  exclu- 
sively to  the  publication,  issue  and  diffusion  of  Christian  knowl- 
edge by  missionaries,  publications  and  such  other  means,  agen- 
cies and  instrtmientalities  as  are  necessary  therefor;  Provided^ 

*Seep.  195  tSeep.  195. 


202  Religious  Corporations. 

That  all  property  of  such  corporation  (except  houses  of  public 
worship  used  and  occupied  as  such),  shall  be  subject  to  taxa- 
tion the  same  as  other  real  and  personal  estate,  and  shall  be 
used  only  for  the  legitimate  purposes  of  such  corporation,  and 
to  secure  the  objects  of  its  incorporation.  (As  amended  by  Laws 
of  1SS5,  p.  20.) 

71.  Report  of  affairs. — 4724.  Any  corporation  formed 
under  this  act  shall,  whenever  required  by  the  attorney-general, 
secretary  of  State  or  either  House  of  the  State  Legislature,  report 
a  full  statement  of  its  affairs  to  the  officer  or  house  requiring 
it.      (As  amended  by  Laws  of  1885,  P-  26.) 

72.  Articles   to   be    filed,   and  are  evidence.— 4725- 

Such  articles  of  association  may  be  executed  singly  or  in  dupli- 
cate, and  shall  be  acknowledged  before  some  officer  authorized 
to  take  acknowledgments  of  deeds,  and  the  original  articles  so 
acknowledged,  or  one  of  such  duplicate  originals,  shall  be  filed 
in  the  office  of  the  secretary  of  State ;  and  either  of  such  origi- 
nal articles,  or  a  copy  of  the  same  certified  by  the  secretary  or 
deputy  secretary  of  State,  shall  be  receivable  in  all  courts  as 
evidence  of  such  incorporation. 

73.  Articles,  contents  of.  Conditions  of  trusts. — 4726. 
The  articles  of  association  shall  set  'forth  the  purposes  of  the 
incorporation,  and  the  mode  of  selection  and  term  of  office,  as 
well  as  the  general  powers  of  the  trustees,  and  may  provide  for 
the  first  board  by  name  instead  of  by  future  election,  if  desired. 
Said  articles  may  also  provide  in  addition  to  the  general  pur- 
poses of  incorporation,  for  such  corporations  acting  as  auxiliary 
to  any  religious  conference,  synod  or  convention  in  the  State  of 
Michigan,  incorporated  or  unincorporated,  and  for  the  choice 
of  trustees,  in  whole  or  in  part,  by  such  conference,  synod  or 
convention.  Said  articles  may  also  provide  for  the  receiving 
and  executing  of  trusts  for  the  general  pur|30ses  of  incorpora- 
tion, within  the  meaning  of  this  act,  as  well  as  trusts  for  the 
benefit  of  such  religious  conference,  synod  or  convention ;  but 
all  trusts  for  the  benefit  of  conference,  synod  or  convention 
shall  be  for  purposes  to  be  executed  and  expended  within  the 
State  of  Michigan.      (Amended  by  Laws  of  1885,  p.  20.) 

Chap.  CLXXVIII^.   Corporations  for  the  Diffusion  of 
Moral  and  Religious  Knowledge  and  Instruction. 

74.  Who  may  incorporate. — 4726^?.  Any  number  of  per- 
sons, not  less  than  nine  (9),  being  members  of  some  religious 


Michigan.  203 

body  of  this  State,  whether  such  body  be  incorporated  or  not, 
may  cause  the  trustees  hereinafter  described,  and  their  sv:cces- 
sors,  to  be  a  body  corporate  with  the  powers  and  franchises  and 
subject  to  the  regulations  hereinafter  specified. 

75.  Method  of  incorporation.  Articles  to  be  evi- 
dence.— 47261?.  The  said  persons  agreeing  to  establish  such 
corporation  shall  unite  in  signing  articles  of  association,  either 
singly  or  in  duplicate,  and  acknowledge  the  same  before  .some 
officer  of  this  State  authorized  to  take  acknowledgment  of 
deeds,  and  shall  cause  such  articles  to  be  recorded  at  the  expense 
of  the  corporation  in  the  office  of  the  secretary  of  State.  Either 
set  of  said  original  articles,  or  any  set  of  the  articles  as  amended 
as  hereinafter  provided,  or  a  copy  thereof  certified  by  the  sec- 
retary or  deputy  secretary  of  State,  with  the  time,  liber,  and 
page  of  record,  shall  be  receivable  in  all  courts  of  this  State  as 
prima  facie  evidence  of  the  due  formation,  existence,  and  ca- 
pacity of  such  corporation  in  any  suit  or  proceeding  brought  by 
or  against  the  same. 

76.  Articles,  contents  of. — 4726^.  The  articles  shall 
specify : 

1.  The  name  of  the  corporation; 

2.  The  place  where  its  principal  office  is  located; 

3.  The  object  of  the  corporation; 

4.  The  amount  of  real  estate  it  may  own ; 

5.  The  amount  of  personal  property  it  may  own; 

6.  The  number  of  the  trustees  and  their  names  and  resi- 
dences ; 

7.  The  name  and  denomination  of  the  religious  body  to 
which  the  promoters  who  sign  the  articles  belong,  or  in  case  of 
an  existing  association  coming  in  under  this  act,  pursuant  to 
the  provisions  of  section  twelve,*  the  name  and  denomination 
of  the  religious  body  with  which  the  trustees  who  sign  such  new 
articles  are  connected,  and  in  either  case,  whether  such  body  is 
incorporated  or  not; 

8.  The  duration  of  the  corporation  under  this  act ; 

9.  And  such  other  things  as  are  deemed  expedient  by  those 
who  execute  the  articles,  and  are  not  inconsistent  with  the  con- 
stitution and  laws  of  this  State  or  of  the  United  States,  or  of 
any  provision  of  this  act. 

77.  Limitations  upon  property.  Property  in  other 
countries. — 4726^/.     Said  corporation  may  own  real  estate  not 

*  See  No.  84,  Section  4726^,  p.  206. 


204  Religious  Corporations. 

exceeding  in  value  five  hundred  thousand  dollars,  and  personal 
property  not  exceeding  in  value  five  hundred  thousand  dollars, 
which  real  estate  and  personal  property  shall  be  used  exclusively 
for  the  diffusion  of  moral  and  religious  knowledge  and  instruc- 
tion by  the  best  methods  known  to  the  trustees  and  available  to 
them.  Said  corporation  may  also,  for  the  uses  and  purposes 
contemplated  by  this  act,  acquire,  possess,  hold,  and  convey 
real  and  personal  property  in  any  foreign  State  or  country  to  an 
amount  not  forbidden  by  the  constitution  or  laws  of  such  foreign 
State  or  country. 

78.  Church  building  only,  non-taxable.— 472 6r.     All 

property  of  any  such  corporation  actually  within  this  State  (ex- 
cept houses  of  public  worship,  used  and  occupied  as  such)  shall 
be  subject  to  taxation  the  same  as  other  property  of  the  same 
kind. 

79.  Loan,  gifts,  and  trusts. — 4726/  That  said  corpora- 
tions may  be  able  to  effectuate  the  objects  for  which  they  are 
allowed  to  be  established  it  is  hereby  expressly  provided  that 
they  may  receive  and  apply  thereto  all  such  loans,  gifts,  and 
advances,  and  accept  and  execute  such  trusts  in  aid  thereof  as 
may  be  offered  for  such  purpose;  Provided,  That  the  value  of 
the  property  at  any  time  owned  by  any  such  corporation  shall 
not  exceed  the  limit  hereinbefore  specified. 

80.  Trustees,  election  and  terms  of  office. — 4726^^,'-.  In 
the  case  of  an  original  corporation  under  the  provisions  of  this 
act  the  first  trustees  shall  be  designated  in  the  articles,  and  they 
shall  hold  until  the  first  regular  meeting  of  the  religious  body 
to  which  the  signers  of  the  articles  belong,  and  until  tHe  succes- 
sors of  such  trustees  are  chosen  and  appear  to  take  their  places. 
Thereafter  the  whole  number  of  trustees  shall  be  elected  at 
each  annual  meeting  of  such  religious  body  by  the  legal  voters 
thereof,  and  in  accordance  with  the  usages  of  said  body,  and 
the  trustees  so  elected  shall  succeed  and  enter  upon  their  duties 
at  such  time  after  their  election  as  shall  be  fixed  by  by-law,  or 
if  not  so  fixed,  then  at  such  time  as  shall  be  prescribed  by  said 
religious  body. 

81.  Records  to  be  kept. — 4726/r.  It  shall  be  the  duty  of 
every  such  corporation  to  keep  and  preserve  full  and  correct 
records  of  all  its  proceedings,  relating  to  trusts  confided  to  it, 
and  to  the  state,  management,  and  disposition  of  its  property 
interests;  and  it  shall  also  be  the  duty  of  the  religious  body 


Michigan.  205 

with  which  the  corporation  is  connected  to  keep  and  preserve 
a  correct  account  of  all  its  doings  relative  to  the  corporation. 
Such  records  shall  at  all  times  be  subject  to  inspection  by  each 
house  of  the  legislature,  by  the  governor,  the  secretary  of 
state  and  the  attorney-general. 

82.  Powers.  By-laws. — 4726?'.  Every  corporation  un- 
der this  act  shall  have  capacity  to  sue  and  be  sued  in  its  corpo- 
rate name,  to  have  a  corporate  seal  and  alter  the  same  at  pleas- 
ure ;  to  appoint  such  officers,  ministers,  missionaries,  delegates, 
agents  and  servants  as  shall  be  thought  proper,  and  prescribe 
their  powers,  duties  and  obligations,  and  fix  their  compensa- 
tion, and  make  regulations  for  their  change  or  removal ;  to  or- 
dain all  such  reasonable  by-laws  and  rules  compatible  with  the 
constitution  and  laws  of  this  State  and  of  the  United  States, 
and  with  the  provisions  of  this  act,  for  the  ordering  and  con- 
duct of  its  affairs,  and  the  management  and  disposal  of  its 
property,  and  the  performance  of  all  its  duties,  and  the  execu- 
tion of  all  the  trusts  confided  to  it,  as  may  be  best;  and  to  have 
and  exercise  all  the  powers  appropriate  and  requisite  to  carry 
into  effect  the  objects  for  which  it  was  formed.  In  case  it  shall 
be  considered  expedient  the  by-laws  may  provide  that  trustees 
may  be  allowed  to  vote  or  act  by  proxy,  when  necessary,  on 
occasions  of  urgency,  but  any  such  by-laws  shall  precisely  de- 
fine the  occasion  for  such  vote  or  action,  and  the  manner  of 
proceeding.  A  cop)^  of  the  by-laws  in  operation  at  any  time, 
or  of  any  particular  by-law  or  by-laws,  whether  still  in  opera- 
tion or  otherwise,  certified  under  the  seal  of  the  corporation  and 
verified  by  the  oath  of  one  or  more  of  the  trustees  shall  be  re- 
ceivable as  prima  facie  evidence  in  all  cases  or  proceedings  in 
which  the  original  would  be  receivable.  A  copy  of  the  by-laws 
in  force  should  always  be  kept  in  the  principal  office  of  the  cor- 
poration, and  shall  be  open  to  public  inspection. 

83.  Failure  to  elect  trustees  does  not  impair. 
Vacancies. — 47267'.  If  for  any  cause  there  shall  be  a  failure 
to  elect  trustees  by  the  time  specified  therefor  the  corporation 
shall  not  by  reason  thereof  be  in  any  manner  impaired,  but  the 
trustees  then  in  office  shall  hold  until  successors  are  elected  and 
appear  to  assume  office ;  and  in  case  of  vacancy  occurring  in  any 
year  the  remaining  trustees  shall  immediately  fill  it  by  appoint- 
ment under  their  hands,  and  such  appointee  shall  hold  during 
the  remainder  of  the  term,  and  until  the  election  of  a  successor 
and  his  appearance  to  assume  office. 


2o6  Religious  Corporations. 

84.  Method  of  reincorporation. — 4726/{'.  If  the  relig- 
ious body  having-  authority  to  elect  trustees  for  a  corporation 
hereunder  shall  desire  to  continue  the  objects  of  such  corpora- 
tion, it  may  within  two  years  next  before  the  end  of  such  cor- 
poration, whether  it  be  by  lapse  of  time  or  otherwise,  under  the 
authority  and  regulations  of  this  act,  elect  such  persons  as  it  may 
prefer  to  form  articles  and  organize  a  new  corporation  for  the 
same  object,  to  be  the  successor  thereof;  and  in  the  formation 
of  such  new  corporation,  it  shall,  on  the  expiration  of  its  prede- 
cessor, be  absolutely  vested  with  all  the  property  and  property 
interests  thereof  and  under  the  like  conditions,  and  be  subject 
to  all  the  debts,  trusts,  liabilities,  and  obligations  of  such  old 
corporation.  And  in  order  to  have  convenient  evidence  of 
ownership,  and  facilitate  the  tracing  of  titles,  the  trustees  of 
the  old  corporation,  or  a  majority  thereof,  shall  immediately 
give  proper  instruments  to  the  new  corporation,  declaring  the 
transfer,  and  as  far  as  practicable  describing  the  property  or 
property  interests  in  question.  Any  such  religious  body  may 
have  at  the  same  time  one  acting  corporation  hereunder,  and 
one  corporation  instituted  to  be  its  successor,  but  no  more.  In 
case  no  succeeding  corporation  shall  be  provided  the  property 
interests  shall  escheat  to  the  State  subject  to  all  debts,  duties, 
liabilities  and  obligations  of  the  expired  corporation. 

85.  Corporations  existing  under  Chap,  clxxviii, 
may  reincorporate. — 4726/.  Any  corporation,  in  fact,  going 
on  under  chapter  one  hundred  and  seventy-eight*  of  Howell's 
Annotated  Statutes  of  Michigan,  as  amended,  whether  regularly 
constituted,  or  otherwise,  may  be  a  corporation  imder  this  act, 
and  have  the  powers  and  franchises  and  be  subject  to  the  re- 
strictions, conditions  and  regulations  prescribed  hereby,  and 
cease  to  be  a  corporation  under  said  chapter,  and  cease  to  be 
subject  to  the  provisions  thereof.  Such  transition  shall  be 
effected  as  follows :  The  trustees  or  at  least  two-thirds  thereof, 
shall  declare  by  resolution  in  favor  of  such  change,  and  shall 
thereupon  execute  and  acknowledge  articles  as  directed  herein, 
and  shall  append  thereto  a  statement  of  the  amount  of  property 
owned  by  the  corporation  according  to  the  knowledge  and 
belief  of  said  trustees,  which  statement  they  shall  verify  by 
their  oaths ;  and  said  resolution,  articles  and  statement  shall  be 
recorded  in  the  office  of  the  secretary  of  State,  and  thereupon 
the  transition  shall  be  complete,  and  said  corporation  shall  be  a 

*See  p.  201. 


Michigan.  207 

corporation  under  this  act.  No  right,  no  trust,  debt,  duty, 
liability  or  obligation  shall  be  impaired  by  such  change,  neither 
shall  the  term  of  existence  previously  fixed  for  the  corporation 
be  enlarged,  nor  the  object  be  extended.  Said  articles,  resolu- 
tion and  statement,  or  a  copy  thereof  duly  certified  by  the  sec- 
retary or  deputy  secretary  of  State,  with  the  time,  liber,  and 
page  of  record,  shall  be  receivable  in  all  the  courts  of  this  State 
as  prima  facie  evidence  of  the  due  transition  of  such  corpora- 
tion from  its  former  organic  act  to  this  act,  and  of  its  due  for- 
mation, existence  and  capacity  hereunder. 

86.  Articles,  how  amended. — 4726//-?.  Any  corporation 
under  this  act  may  amend  its  articles  by  filing  in  the  office  of 
the  secretary  of  State  the  whole  articles  at  length  as  amended, 
executed  under  the  corporate  seal  by  at  least  two-thirds  of  the 
trustees,  and  supported  by  the  affidavit  of  such  trustees,  stating 
that  according  to  their  belief  such  amendment  is  for  the  inter- 
ests of  the  corporation  and  not  prejudicial  to  the  just  rights  of 
any  one,  and  is  in  accordance  with  the  desire  of  a  majority  of 
the  voters  of  the  religious  body  having  the  appointment  of  the 
trustees.  No  such  amendment  shall  alter  the  object  of  the 
corporation  or  enlarge  the  time  previously  fixed  for  its  continu- 
ance. 

87.  Reports  to  State  officers. — 4726;/.  Any  corporation 
existing  under  this  act  shall,  whenever  required  by  either  house 
of  the  Legislature,  or  by  the  governor,  secretary  of  State,  or 
attorney-general,  report  a  full  statement  to  the  house  or  officer 
requiring  it,  of  such  of  its  affairs  as  shall  be  specified  in  the 
request. 

Chap.   CLXXIX^z.     Religious  Societies  Authorized  to  Re- 
ceive Gifts  and  Bequests  of  Money  for  Investment. 

88.  Bequests  for  minister's  salary,  how  held.    Limit. 

— 47  2  7(1!.  That  the  trustees,  vestrymen,  consistory,  or  other  gov- 
erning body  of  any  religious  society  incorporated  under  the  laws 
of  this  State,  may  in  their  corporate  name  receive  gifts  and 
bequests  of  money  for  investment  upon  bond  and  mortgage 
when  the  interest  of  such  investment  is  to  be  applied  in  pay- 
ment or  part  payment  of  the  salary  of  the  minister,  priest,  rec- 
tor, parson  or  clergyman  of  such  religious  society;  Pi'ovided, 
That  sums  of  money,  mortgages,  or  investments  so  held  by  any 
such  society  shall  not  exceed  the  sum  of  ten  thousand  dollars  at 


2o8  Religious  Corporations. 

any  one  time,  and  shall  be  invested  by  the  trustees,  vestrymen, 
consistory,  or  other  governing  body  in  their  corporate  name 
upon  bond  secured  by  mortgage  upon  unincumbered  real  estate, 
worth  at  least  double  the  amount  loaned  thereon. 

Reorganization     of    Corporations     for    Religious,   Chari- 
table, Benevolent  and  Educational  Purposes. 

89.  Charter,  how  extended.  Exceptions. — 4904^.  It 
shall  be  lawful  for  any  corporation  or  association  organized  for 
religious,  charitable,  benevolent  or  educational  purposes,  whose 
corporate  term  of  existence  has  expired,  or  may  hereafter  ex- 
pire by  limitation,  at  a  special  meeting  of  its  trustees,  or  other 
proper  persons,  called  for  that  purpose,  to  direct  the  continu- 
ance of  its  corporate  existence  for  such  further  term,  not  ex- 
ceeding thirty  years  from  the  expiration  of  its  former  term,  to 
be  expressed  in  a  resolution  duly  recorded  in  a  book  of  (record) 
recorded  for  that  purpose,  and  by  complying  with  existing  laws 
relative  to  conditions  precedent  to  the  exercise  of  corporate 
rights.  Such  meeting  shall  be  called  in  accordance  with  the 
by-laws  of  the  corporation  or  association  whose  term  of  exist- 
ence is  sought  to  be  extended,  and  the  laws  of  the  State  then 
applicable  to  the  same  class  of  corporations  or  associations 
whose  term  has  not  expired.  Upon  the  adoption  of  such  (reso- 
lution) resolutions  duly  recorded,  by  the  trustees,  or  other 
proper  persons,  in  the  case  of  a  corporation  or  association  the 
corporate  existence  of  which  is  about  to  expire  by  limitation  of 
law,  or  by  the  trustees  or  other  proper  persons,  in  the  case  of  a 
corporation  or  association,  the  corporate  existence  of  which  has 
expired  by  limitation  of  law,  acting  in  due  legal  capacity,  dc  Jure 
or  de  facto,  it  shall  be  the  duty  of  the  proper  officers  or  per- 
sons to  make,  sign  and  acknowledge  duplicate  articles  of  asso- 
ciation or  incorporation,  as  in  case  of  a  new  association  or  cor- 
poration, to  which  shall  be  appended  a  copy  of  the  proceedings 
of  such  meeting  certified  to  by  the  person  acting  in  the  capacity 
of  secretary  of  such  association  or  corporation,  and  verified  by 
his  oath,  one  copy  of  which  shall  be  filed  with  the  secretary  of 
State,  and  the  other  copy  with  the  county  clerk  of  the  county 
where  such  corporation  or  association  is  located  and  both  of 
such  copies  to  be  recorded  in  such  respective  offices  at  the  ex- 
pense of  such  corporation  or  association.  A  certified  copy  of 
such  record  shall  be  prima  facie  evidence  of  the  facts  therein 
recited:  Provided,  That  this  act  shall  not  be  applicable  to  any 


Michigan.  209 

corporation  or  association  whose  term  may  expire  after  this  act 
takes  effect,  unless  such  meeting  shall  be  held  within  two  years 
after  such  expiration  ;  nor  to  any  corporation  or  association 
whose  business  has  been  or  may  be  hereafter  wound  up  and  its 
property  sold  pursuant  to  the  action  and  under  the  order  of  any 
court  of  competent  jurisdiction. 

90.  Powers  and  liabilities. — 4904<'/.  The  renewed  term 
of  such  corporation  or  association  shall  begin  from  the  expira- 
tion of  the  former  term  thereof,  and  the  corporation  or  associa- 
tion thus  renewed  shall  hold  and  own  all  of  the  property  held 
and  owned  by  such  corporation  or  association  before  its  renewal, 
and  shall  be  liable  to  all  its  debts,  liabilities,  and  obligations,  as 
fully  as  if  its  former  corporate  term  had  not  expired ;  and  the 
officers  thereof,  who  were  such  dc  jiwe  or  dc  facto  at  the  time 
of  such  meeting,  shall  hold  and  continue  in  their  offices  until 
their  successors  shall  be  duly  elected  and  qualified :  Provided^ 
That  in  case  of  the  reorganization  of  any  college  or  other  edu- 
cational corporation  or  association  under  provisions  of  this  act, 
none  of  the  faculty  of  such  college  or  other  educational  corpo- 
ration or  association,  except  the  president  thereof,  shall  be 
elected  as  a  member  of  the  board  of  trustees  of  such  college, 
educational  corporation  or  association. 

Particular  Denominations, 

91.  Special  provision  is  made  for  the  following  churches: 
Protestant  Episcopal,  chap.  171,  sections  4659  to  4670; 
Presbyterian,  chap.  172,  sections  4671  to  4679; 

Reformed  Protestant  Dutch,  chapter  173,  sections  4680  to  4682  ; 
Churches  of  Christ,  chap.  174,  sections  4683  to  4695; 
Baptist,  chap.  175,  sections  4696  to  4707  ; 

Holland  Christian  Reformed,  chap.  176,  sections  4708  to  4716. 
Congregational,  chap.  176^,   sections  47i6<^  to  4716W  (General 

Statutes.     Supplement) ; 
Roman  Catholic,  chap.  179,  section  4727,  authorizes  the  Roman 

Catholic  bishop  of  Michigan  to  hold  property. 

Additions,   1895. 

92.  Limit  upon  number  of  trustees  in  large  churches. 

—By  an  act,  Apr.  17,  1S95,  §4618,  of  Howell's  Ann.  Statutes 
(see  No.  5,  p.  179),  was  amended  by  the  insertion  after  the  sen- 
tence ending,  "of  such  church,  congregation,  or  society,"  of  the 
words,  '  'Provided,  In  case  any  church  or  society  shall  number 


2IO  Religious  Corporations. 

more  than  four  hundred  persons,  it   may  not  have  less  than 
three  nor  more  than  fifteen  trustees." 

93.  Amendment  of  articles. — Section  4655,  of  the  Stat- 
utes (see  No.  42,  p.  191),  was  amended  by  act,  April  17,  1895, 
after  the  words,  "  two-thirds  of  all  the  members,"  so  as  to  read, 
"present  at  any  regular  annual  meeting,  change  the  name 
thereof,  or  alter  or  amend  its  articles  of  association,  in  any 
manner  not  inconsistent  with  the  provisions  of  this  act :  Pro- 
vided^ That  written  notice  of  such  change  of  name,  or  of  such 
alteration  or  amendment  of  its  articles  of  association,  shall 
have  been  filed  with  the  secretary  at  the  regular  meeting  of 
said  association,  next  preceding  the  one  at  which  action  shall 
be  taken  thereon,  or  notice  of  such  change,  alteration  or 
amendment  shall  be  filed  with  the  secretary  of  such  corpora- 
tion, and  a  copy  thereof  sent  by  him  at  least  thirty  days  before 
the  meeting  at  which  action  is  to  be  taken  thereon,  to  every 
constituent  body  belonging  to  such  corporation.  Notice  of 
such  change,  or  a  copy  of  said  alteration  or  amendment,  with  a 
certificate  attached,  signed  by  the  presiding  officer  and  secre- 
tary or  scribe  of  said  meeting,  shall  be  forthwith  filed  in  the 
office  of  the  secretary  of  state,  and  such  change,  alteration  or 
amendment,  when  made,  shall  in  no  wise  affect  the  liability  of 
such  corporation  for  any  of  its  debts,  or  any  obligations  due  or 
to  become  due,  in  its  favor." 

Particular  Denominations. 

Baptist:  Act  of  Mar.  8,  1895,  provides  that  women  may 
be  trustees  of  Baptist  churches. 

Methodist  Episcopal:  Act  of  May  4,  1895,  makes  special 
provision  for  Methodist  Episcopal  churches. 


MINNESOTA. 


CONSTITUTION.    Article  X. 
[In  effect,  Oct.  13,  1857.] 

1.  Definition  of  "corporations." — i.  The  term  "cor- 
porations," as  used  in  this  article,  shall  be  construed  to  include 
all  associations  and  joint  stock  companies  having  any  of  the 
powers  and  privileges  not  possessed  by  individuals  or  partner- 
ships, except  such  as  embrace  banking  privileges;  and  all  cor- 
porations shall  have  the  right  to  sue,  and  shall  be  liable  to  be 
sued,  in  all  courts  in  like  manner  as  natural  persons. 

2.  General  laws  to  be  passed. — 2.  No  corporation  shall 
be  formed  under  special  acts,  except  for  municipal  purposes. 


STATUTES,   1894. 

Chap.   XXXIV.     Title  IV.     Religious    Corporations. 

(i)  Organization  by  Election  of  Trustees,  etc. 

3.  How  incorporated. — 3022.  It  shall  be  lawful  for  all 
persons  of  full  age,  belonging  to  any  church,  congregation  or 
religious  society  not  already  incorporated,  to  assemble  at  the 
church  or  meeting-house,  or  other  place  where  they  statedly 
attend  for  divine  worship,  and,  by  a  plurality  vote,  elect  any 
number  of  discreet  persons  of  their  church,  congregation  or 
society,  not  less  than  three  nor  more  than  nine  in  number,  as 
trustees  to  take  charge  of  the  estate  and  property  belonging 
thereto,  and  transact  all  affairs  relative  to  the  temporalities 
thereof. 

4.  Election  of  president.    Qualifications  of  voters. — 

3023.  Such  church,  congregation  or  religious  society  may 
choose  a  president  of  the  said  corporation,  and  of  their  meet- 
ings, by  a  vote  aforesaid ;  and  at  the  election  provided  for  in 
this  chapter,  every  person  of  full  age  who  has  statedly  wor- 
shiped with  such  church,  congregation  or  society,  and  has  been 
formerly  considered  as  belonging  thereto,  is  entitled  to  a  vote. 

(211) 


212  Religious  Corporations. 

5.  Notice  of  election  to  be  given. — 3024.  A  written 
notice  of  the  time  and  place  when  such  election  shall  take  place, 
signed  by  at  least  five  persons  entitled  to  vote  thereat,  shall  be 
posted  in  some  conspicuous  spot  at  or  about  such  place  of  wor- 
ship at  least  fifteen  days  before  the  day  of  election,  and  such 
notice  shall  be  duly  entered  upon  the  permanent  records  of  the 
society  if  the  organization  be  completed. 

6.  Meeting  for  election,  how  conducted.  Certifi- 
cates of  election. — 3025.  The  persons,  when  assembled  at 
such  time  and  place,  at  least  five  being  present,  shall  organize 
by  appointing  a  chairman  and  clerk,  who  together  shall  receive 
and  count  the  votes,  and  determine  the  qualifications  of  voters, 
and  they  shall  immediately  after  the  election  certify  under  their 
hands  and  seals  the  names  of  the  persons  elected  to  serve  as 
trustees,  in  which  certificate  the  name  by  which  the  said  trus- 
tees and  their  successors  in  office  shall  forever  thereafter  be 
called  and  known  shall  be  particularly  mentioned  and  specified. 

7.  Certificate  to  be  recorded. — 3026.  vSuch  certificate 
shall  be  acknowledged  by  the  persons  making  the  same,  or 
proved  by  a  subscribing  witness  thereto,  before  some  officer 
authorized  to  take  the  acknowledgment  of  deeds,  and  recorded, 
together  with  the  certificate  of  such  acknowledgment  or  proof, 
by  the  register  of  deeds  of  the  county  within  which  the  church 
or  place  of  worship  of  such  congregation  is  situated,  in  a  book 
provided  by  him  for  that  purpose,  who  shall  be  entitled  to  re- 
ceive seventy-five  cents  for  such  record  ;*  and  thereafter  such 
trustees  and  their  successors  shall  be  a  body  corporate,  by  the 
name  expressed  in  such  certificate. 

8.  Seal,  and  custody  of  property. — 3027.  Such  trus- 
tees may  have  a  common  seal,  and  alter  the  same  at  pleasure; 
they  may  take  into  their  possession  and  custody  all  the  tempo- 
ralities of  such  church,  congregation  or  society,  whether  the 
same  consists  of  real  or  personal  estate,  and  have  been  given, 
granted  or  devised  directly  or  indirectly  to  such  church,  con- 
gregation or  society,  or  to  any  other  person  for  their  use. 

9.  Powers.  Limit  upon  property.— 3028.  Such  trus- 
tees may  also,  in  their  corporate  name,  sue  and  be  sued  in  all 
courts  and  places ;  and  they  may  recover  and  hold  all  the  debts, 
demands,  rights  and  privileges,  all  churches,  buildings,  burial 

*  Section  3391  exempts  religious  associations  from  payment  of  State  fees  for  filing  of 
articles. 


Minnesota.  213 

places,  and  all  the  estate  and  appurtenances  belonging  to  such 
church,  congregation  or  society,  in  whatsoever  manner  the 
same  may  have  been  acquired,  or  in  whose  hands  soever  the 
same  may  be  held,  as  fully  and  amply  as  if  the  right  and  title 
thereto  had  been  originally  vested  in  the  said  trustees ;  and  they 
may  hold  other  real  or  personal  estate,  and  demise,  lease  and 
improve  the  same;  but  the  whole  of  such  estate,  real  and  per- 
sonal, shall  not  exceed  the  yearly  income  of  three  thousand 
dollars. 

10.  Repair  and  erection  of  churches. — 3029.  The  said 
trustees  have  authority  to  repair  and  alter  their  churches  and 
meeting-houses,  and,  under  the  direction  of  the  society  or  con- 
gregation, erect  churches  and  meeting-houses,  and  dwelling- 
houses  for  their  ministers,  and  other  buildings  for  the  use  of 
their  church,  congregation  or  society. 

11.  Regulations  for  management. — 3030.  They  have 
authority  to  make  rules  and  orders  for  managing  the  temporal 
affairs  of  such  church,  congregation  or  society,  and  to  dispose 
of  all  moneys  belonging  thereto ;  and  to  order  and  regulate  the 
renting  of  pews  or  slips  in  their  churches  and  meeting-houses, 
and  the  requisites  for  the  breaking  of  the  ground  in  the  ceme- 
terj'  or  churchyard,  and  in  the  said  churches  or  meeting-houses, 
for  burying  the  dead. 

12.  Treasurer  and  clerk. — 3031.  They  may  appoint  a 
clerk  and  treasurer  of  their  board,  and  a  collector  to  collect  and 
receive  their  rents  and  revenues,  and  may  regulate  the  fees  to 
be  allowed  to  such  clerk,  treasurer  and  collector,  and  may  re- 
move them  and  appoint  others  in  their  stead  at  pleasure ;  and 
such  clerk  shall  enter  all  rules  and  orders  made  by  such  trus- 
tees, and  payments  ordered  by  them  in  a  book  to  be  procured 
by  them  for  that  purpose. 

13.  Special  meetings.  Majority  a  quorum. — 3032. 
Any  two  of  the  trustees  may  at  any  time  call  a  ineeting  of  the 
trustees,  and  a  majority  of  them,  being  lawfully  convened,  shall 
be  competent  to  do  and  perform  all  matters  and  things  which 
such  trustees  are  authorized  to  do  and  perform. 

14.  Term  of  oflBce  three  years.    Annual  elections. — 

3033.  The  said  trustees  shall  hold  their  offices  for  three  years, 
and  until  their  successors  are  elected ;  and  immediately  after 
their  first  election,  as  hereinbefore  provided,  the  said  trustees 
shall  be  divided  by  lot  into  three  classes,  numbered  one,  two, 


2  14  Religious  Corporations. 

and  three ;  and  the  seats  of  the  first  class  shall  be  vacated  at 
the  end  of  the  first  year,  of  the  second  class  at  the  end  of  the 
second  year,  and  of  the  third  class  at  the  end  of  the  third  year ; 
and,  as  near  as  may  be,  one-third  part  of  the  whole  number  of 
trustees  may  be  annually  chosen. 

15.  Notice  of  new  elections. — 3034-  The  clerk  of  said 
trustees  shall,  at  least  fifteen  days  before  the  expiration  of  the 
term  of  office  of  any  of  the  said  trustees,  give  notice  of  the  elec- 
tion of  their  successors,  specifying  in  such  notice  the  names  of 
the  trustees  whose  terms  of  office  are  about  to  expire,  and  the 
time  and  place  of  such  election,  which  notice  shall  be  posted  as 
required  in  the  first  section  of  this  act;  and,  in  addition  to  such 
notice,  the  minister,  or  some  other  officer  of  such  church  or 
society,  shall  give  public  notice  of  such  election  to  the  congre- 
gation at  least  one  week  before  said  election,  and  the  provisions 
of  this  section  shall  apply  to  filling  all  vacancies  by  death,  resig- 
nation, or  removal. 

16.  Qualification  of  voters  after  first  meeting. — 3035. 
No  person  belonging  to  any  such  church,  congregation  or 
society,  incorporated  under  the  provisions  of  this  chapter,  is 
entitled  to  vote  at  any  election  after  the  first,  until  he  has  been 
an  attendant  on  public  worship  in  such  church,  congregation  or 
society,  at  least  six  months  before  such  election,  and  contri- 
buted to  the  support  of  such  church,  congregation  or  society, 
according  to  the  usages  and  customs  thereof. 

17.  Register  of  stated  hearers  to  be  kept. — 3036.  The 
clerk  of  the  trustees  shall  keep  a  register  of  the  names  of  all 
such  persons  as  desire  to  become  stated  hearers  in  the  said 
church,  congregation  or  society,  and  shall  therein  note  the  time 
when  such  request  was  made ;  and  the  said  clerk  shall  attend 
all  subsequent  elections  in  order  to  test  the  qualifications  of 
such  voters  in  case  they  shall  be  questioned. 

18.  Salary  of  minister  to  be  fixed  by  church.— 3037. 
Nothing  in  this  chapter  contained  shall  be  construed  to  give  to 
such  trustees  the  power  to  fix  or  ascertain  the  salary  or  compen- 
sation to  be  paid  to  any  minister;  but  the  same  shall  be  ascer- 
tained and  fixed  by  a  majority  of  such  society,  entitled  to  vote 
at  the  election  of  trustees. 

19.  Real  estate,  how  disposed  of.  Definition  of 
**  society." — 3038.     It  shall  be  lawful  for  any  religious  corpora- 


MiNXFSOTA. 


215 


tion,  organized  under  the  provisions  of  this  title,  by  and  through 
their  trustees,  to  sell  and  convey,  encumber,  or  otherwise  dis- 
pose of  any  real  estate  belonging  to  such  corporation ;  Provided, 
liowevcr.  That  no  such  conveyance  or  encumbrance  shall  be  made 
by  the  trustees  except  when  first  authorized  to  make  the  same  by 
a  resolution  of  such  society,  passed  at  a  meeting  thereof  called 
for  that  purpose,  notice  of  the  time,  place  and  object  of  which 
shall  be  given  for  at  least  four  successive  Sabbaths  on  which 
such  society  statedly  meet  for  public  worship  immediately  pre- 
ceding .  the  time  specified  for  such  meeting ;  and  when  any 
religious  society  ceases  to  have  stated  meetings  for  public  wor- 
ship, or  for  any  cause  is  unable  to  give  notice,  as  above  pro- 
vided, of  the  time  and  place  of  the  meeting  of  such  society, 
the  said  corporation  is  hereby  authorized  to  make  such  sale, 
conveyance  or  encumbrance  by  and  through  its  trustees,  upon 
being  authorized  so  to  do  by  a  resolution  of  such  society  passed 
at  a  meeting  thereof;  notice  of  the  time,  place  and  object  of 
which  shall  be  given  by  said  trustees  by  posting  a  notice 
thereof,  at  least  ten  days  before  said  meeting,  in  three  of  the 
most  public  places  in  the  town,  village  or  city  in  which  said 
society  holds  or  has  held  its  meetings ;  and  proof  of  the  facts  of 
such  notice,  meetings,  and  resolutions  may  be  made  by  the  affida- 
vits of  one  of  such  trustees,  or  by  any  of  the  members  of  such 
society  cognizant  of  the  facts.  Such  affidavits  may  be  recorded 
at  length  in  the  office  of  the  register  of  deeds  of  the  county 
where  the  premises  are  situated,  and  the  same  and  records 
thereof  aforesaid,  or  certified  copies  of  such  records,  shall  be 
presumptive  evidence  of  the  facts  therein  contained:  and  Pro- 
vided further,  That  by  the  word  "society,"  as  used  in  this  sec- 
tion, shall  be  understood  the  religious  body,  constituted  in  accord- 
ance with  its  own  principles  of  ecclesiastical  polity,  which  forms 
the  basis  of  the  corporation  designated  in  this  title  the  church, 
society  or  congregation,  and  as  contradistinguished  from  such 
corporation ;  and  no  person  shall  vote  at  any  meeting  called  as 
aforesaid  to  authorize  the  said  trustees  to  sell  and  convey, 
encumber,  or  otherwise  dispose  of  any  real  estate  belonging  to 
such  corporation,  who  is  not  a  member  of  such  religious  body : 
and  Provided  ahvays,  That  no  such  society  or  religious  corpo- 
ration shall  in  any  manner  other  than  as  provided  by  the  denom- 
inational rules  and  articles  of  association  of  such  religious 
society,  as  the  same  appears  of  record  in  the  office  of  the  reg- 
ister of  deeds  of  the  county,  sell,  transfer,  encumber  or  other- 
wise dispose  of  any  of  its  real  estate;  Provided,  hozvever,  That 


2i6  Religious  Corporations. 

nothing  herein  contained  shall  in  any  manner  affect  or  infringe 
any  of  the  provisions  of  chapter  forty-five  of  the  General 
Statutes  of  1878.* 

20.  Prior  incorporations  confirmed.  Reincorpora- 
tion after  dissolution. — 3039.  Every  church,  congregation 
or  religious  society  heretofore  incorporated  in  pursuance  of  law, 
and  not  since  dissolved,  is  hereby  established  and  confirmed ; 
and  in  case  of  the  dissolution  of  any  such  corporation,  or  of  any 
corporation  hereafter  to  be  formed  in  pursuance  of  the  provis- 
ions of  this  title,  for  any  cause  whatever,  the  same  may  be  in- 
corporated under  the  provisions  of  this  title  at  any  time  within 
six  years  after  such  dissolution ;  and  thereupon  all  the  estate, 
real  and  personal,  formerly  belonging  to  the  same,  and  not  law- 
fully disposed  of,  shall  vest  in  such  corporation  as  if  there  had 
been  no  such  dissolution. 

21.  Descent  of  property  in  the  trustees. — 3040.  All 
lands,  tenements  and  hereditaments  lawfully  conveyed  by 
devise,  grant,  purchase,  or  otherwise,  to  any  persons  as  trus- 
tees, for  the  use  of  any  religious  society  organized,  or  which 
may  hereafter  be  organized,  within  this  State,  either  for  a  meet- 
ing-house, burying-ground,  or  for  the  residence  of  a  preacher, 
shall  descend  with  the  improvements  in  perpetual  succession 
to,  and  shall  be  held  by,  such  trustees  in  trust  for  such  society. 

22.  Denominational  rules  may  control  choice  of 
trustees,  and  such  trustees  may  be  corporations. — 3043. 
Whenever,  by  the  constitution  rules  or  usages  of  any  particular 
church  or  religious  denomination,  trustees  are  required  to  be 
appointed,  elected,  or  chosen  in  any  way,  by  any  minister,  pre- 
siding elder,  officer  or  officers,  or  by  any  conference,  assem- 
blage, body  or  meeting  of  any  kind,  and  trustees  are  so  ap- 
pointed, elected  or  chosen,  such  minister,  presiding  elder, 
officer  or  officers,  or  the  presiding  officer  and  secretary  of  such 
conference,  assemblage,  body  or  meeting  so  appointing,  electing 
or  choosing  trustees,  shall  make  and  give  to  such  trustees  a 
certificate,  imder  the  hand  and  seal  of  the  person  or  persons 
making  the  same,  specifying  the  names  of  the  trustees,  the  time 
when,  and  the  person  or  body  by  which  they  were  appointed, 
elected  or  chosen,  and  the  corporate  name  assumed  by  such 
trustees,  which  certificate  shall  be  acknowledged,  proved  and 
recorded  as  hereinbefore  directed;  whereupon  such  trustees 
and  their  successors,  appointed  or  chosen  in  the  same  man- 

*  This  chapter  deals  with  Estates  in  Real  Property. 


Minnesota.  217 

ner,  shall  be  a  body  corporate,  by  the  name  expressed  in  such 
certificate,  with  all  the  rights,  powers  and  privileges  of  other 
religions  corporations  constituted  according  to  the  provisions  of 
this  chapter.  And  in  every  case  where  trustees  have  been  here- 
tofore elected,  appointed,  or  chosen  in  any  way,  by  a  conference 
or  assembly  of  any  kind,  of  any  church  or  religious  society,  in 
accordance  with  the  constitution,  rules  or  usages  of  such  church 
or  religious  society,  and  a  certificate  of  such  election,  appoint- 
ment or  choice  has  been  made  by  the  presiding  oflficer  or  secre- 
tary of  such  conference  or  assembly,  specifying  the  corporate 
name  by  which  such  trustees  should  be  known,  and  acknowl- 
edged, proved  and  recorded  as  provided  in  this  chapter,  with 
the  intent  to  constitute  such  trustees  a  body  corporate,  such 
trustees  shall  be  deemed,  in  all  legal  proceedings,  to  have  be- 
come a  religious  corporation,  within  the  provisions  of  this  chap- 
ter, from  the  time  of  recording  such  certificate;  and  all  their 
acts  thereafter,  as  a  body  corporate,  are  and  shall  be  considered 
valid  and  effectual  as  the  acts  of  a  religious  corporation  framed 
under  the  provisions  of  this  chapter;  and  all  conveyances  to 
such  trustees  as  a  body  corporate,  are  confirmed  and  shall  be 
considered  valid  to  the  same  extent  as  conveyances  to  any  re- 
ligious corporation  under  the  provisions  of  this  said  chapter. 

23.  Elders,  deacons,  etc.,  may  be  trustees. — 3044. 
Whenever,  by  the  constitution,  rules  and  usages  of  any  partic- 
ular church  or  religious  denomination,  the  minister  or  ministers, 
elders  and  deacons,  or  other  officers  elected  by  any  church  or 
congregation,  according  to  such  constitution,  rules  or  usages,  are 
thereby  constituted  the  trustees  of  such  church  or  congregation, 
such  minister  or  ministers,  elders  or  deacons,  or  other  officers, 
may  assemble  together  and  execute,  under  their  hands  and 
seals,  a  certificate,  stating  therein  the  name  by  which  they  and 
their  successors  in  office  shall  forever  thereafter  be  called  and 
known,  which  certificate  shall  be  acknowledged  or  proved,  and 
recorded  as  hereinbefore  directed;  whereupon  such  persons, 
and  their  successors  in  office  shall  be  a  body  corporate,  by  the 
name  expressed  in  such  certificate,  with  all  the  rights,  powers 
and  privileges  of  other  religious  corporations  constituted  accord- 
ing to  the  provisions  of  this  title. 

(2)  Organization  in-  Exfxution  of  Articles  p.v  Clergy,  etc. 

24.  How  incorporated.  Articles,  powers,  etc. — 3045. 
The  members  of  any  church  or  religious  society,  not  less  than 


2iS  Religious  Corporations. 

three,  who,  by  its  discipline  or  otherwise,  does  not  desire  to 
organize  and  become  incorporated  under  the  foregoing  provis- 
ions of  this  chapter,  may  organize  and  become  a  body  corporate, 
capable  of  suing  and  being  sued,  holding,  purchasing,  and  re- 
ceiving title  by  devise,  gift,  grant,  or  other  conveyance  of  and 
to  any  property,  real  or  personal,  with  power  to  mortgage,  sell 
or  convey  the  same,  or  any  part  or  portion  thereof,  by  adopting 
and  signing  articles  containing — 

First.  The  name  of  the  corporation,  its  general  purpose 
and  plan  of  operation,  and  its  place  of  location. 

Second.  The  terms  of  admission  and  qualification  of  mem- 
bership, and  the  selection  of  oflficers  and  the  filling  of  vacancies, 
and  the  manner  in  which  the  same  is  to  be  governed  and  man- 
aged. Such  articles  shall  be  recorded  in  the  office  of  the  register 
of  deeds  for  the  county  in  which  the  corporation  is  located,  and 
in  the  oifice  of  the  secretary  of  State;  and  thereupon  such  cor- 
poration will  have  all  the  powers  hereinbefore  specified,  and 
may  adopt  and  establish  by-laws,  and  make  all  rules  and  regu- 
lations deemed  necessary  and  expedient  for  the  management  of 
its  affairs,  in  accordance  with  law.*  ....  The  provisos  of  sec- 
tion eighty-five  of  this  chapter,  being  section  two  hundred  and 
twenty-six  of  chapter  thirty-four  of  General  Statutes  of  one 
thousand  eight  hundred  and  seventy-eight,  are  not  to  be  con- 
strued as  applying  to  or  in  any  manner  affecting  corporations 
organized  under  this  section.  A  member  or  director  of  any 
corporation  organized  under  this  section  may  appoint,  in  writing 
signed  by  him,  a  proxy  to  represent  and  act  for  him,  and  in  his 
name  and  stead  to  vote  at  any  meeting  of  such  corporation  or 
of  the  board  of  directors  thereof,  f 

25.  Corporations  may  reorganize  under  section  231. 

— 3046.  Any  religious  corporations  heretofore  organized  tmder 
and  pursuant  to  the  provisions  of  any  other  statute,  or  section 
or  sections  of  statute,  than  section  two  hundred  and  thirty-onej 
of  chapter  thirty-four  of  the  general  statutes,  A.  D.  one  thou- 
sand eight  himdred  and  seventy-eight,  as  amended  by  subse- 
quent legislation,  may  reorganize  under  said  section  by  comply- 
ing with  the  terms  of  said  section ;  Provided^  That  before  any 
action  is  had  for  that  purpose,  a  resolution  authorizing  the  trus- 
tees of  said  corporation  to  organize  under  said  section  two  hun- 
dred and  thirty-one  shall  be  adopted  at  a  meeting  of  said  society 

*  The  remainder  of  this  section  applies  to  churches  having  an  episcopal  organization. 
t  See  No.  19,  Section  3038,  p.  214. 
\  See  No.  24,  Section  3045,  p.  217. 


Minnesota.  219 

called  for  that  purpose,  notice  of  the  time,  place,  and  object  of 
which  shall  be  given  four  successive  Sabbaths  on  which  such 
society  statedly  meet  for  public  worship,  immediately  preceding 
the  time  specified  for  said  meeting,  and  proof  of  the  fact  of  such 
notice,  meeting,  and  resolution  may  be  made  by  affidavit  of  one 
of  the  trustees,  or  of  any  of  the  members  of  the  society  cogni- 
zant of  the  facts.  Such  affidavit  shall  be  recorded  with  the 
certificate  of  organization  under  said  section  two  hundred  and 
thirty-one,  in  the  office  of  the  register  of  deeds  of  the  county 
where  said  corporation  is  located  and  in  that  of  the  secretary  of 
State;  and  said  corporation,  as  so  organized,  shall  succeed  to 
and  retain,  own,  hold,  and  enjoy  all  the  property,  real  and  per- 
sonal, of  said  corporation  as  originally  organized,  to  the  same 
extent  and  in  the  same  manner  as  if  such  organization  (reor- 
ganization) had  not  taken  place. 

26.  Defective  articles  of  incorporation  legalized. — 

3047.  In  all  cases  in  which  three  or  more  persons  have  here- 
tofore united  in  executing  articles  of  incorporation  under  the 
provisions  of  article  two  hundred  and  thirty-one  of  chapter 
thirty-four,  of  the  general  statutes  of  eighteen  hundred  and 
seventy-eight,  and  where  the  said  articles  of  incorporation  have 
not  been  executed  in  the  presence  of  witnesses,  but  have  been 
otherwise  duly  executed  and  recorded  in  the  office  of  the  reg- 
ister of  deeds  of  the  proper  county  and  in  the  office  of  the  sec- 
retary of  the  State  as  provided  by  law,  the  said  articles  of 
incorporation  are  hereby  declared  to  be  legal  and  valid,  and  the 
respective  records  thereof  effectual  to  all  intents  and  purposes 
as  well  as  if  such  articles  of  incorporation  had  been  executed 
with  two  subscribing  witnesses. 

27.  Incorporation  of  existing  churches. — 3048.  When- 
ever any  church  or  religious  society  now  organized,  or  which 
may  hereafter  be  organized,  as  a  church  or  congregation, 
but  not  incorporated  in  pursuance  of  law,  shall  comply  with 
the  provisions  of  this  title,  and  thereby  become  a  body  corpo- 
rate, all  the  estate,  real  and  personal,  which  has  been  lawfully 
conveyed  to  the  said  church  or  religious  society,  or  to  the  trus- 
tees or  vestry  thereof  in  trust  for  the  use  of  such  church  or 
society,  whether  by  devise,  gift,  grant,  purchase  or  otherwise, 
and  not  lawfully  disposed  of,  shall  thereupon  vest  in  said  cor- 
poration as  fully  and  amply  as  if  the  said  church  had  been 
legally  incorporated  from  the  date  of  its  religious  organization; 
Provided,  That  the  name  or  title  publicly  assumed  or  borne  by 


220  Religious  Corporations. 

such  church  or  society  from  the  date  of  its  organization  as 
such,  and  none  other,  shall  be  the  title  by  which  it  shall  forever 
be  known  in  law  and  as  a  body  politic  and  corporate. 

(4)  Organization  by  ApoPTiON  of  Articles  at  Stated 

Meeting. 

28.  How  incorporation  secured. — 3055.  The  members 
of  any  church,  or  religious  association  not  less  than  eight,  who 
do  not  wish  to  organize  themselves  into  a  religious  association, 
society  or  corporation  under  the  provisions  of  any  existing  law, 
may  organize  as  a  body  corporate  by  adopting  articles  as  here- 
inafter set  forth  and  complying  with  the  other  provisions  of  this 
act ;  or  any  religious  society,  association  or  organization  now 
in  existence  by  virtue  of  any  special  or  private  laws,  which 
does  not  wish  to  reorganize  under  the  provisions  of  any  exist- 
ing law,  may  be  reorganized  and  continued  as  a  religious  asso- 
ciation, society  or  corporation  by  adopting  by  a  vote  of  three- 
fourths  of  the  members  present  and  voting  at  a  stated  meeting 
called  for  the  purpose  of  considering  the  question  of  such  reor- 
ganization, articles  containing: 

1.  The  name  of  the  corporation,  its  general  purpose  and 
plan  of  operation  and  its  place  of  location. 

2.  The  terms  of  admission  and  qualification  of  member- 
ship and  the  selection  of  officers  and  the  filling  of  vacancies 
and  the  manner  in  which  such  society  or  corporation  is  to  be 
governed  and  inanaged.  Such  articles  shall  be  recorded  in  the 
office  of  the  register  of  deeds  for  the  count}'  in  which  the  cor- 
poration is  located,  and  in  the  office  of  the  secretary  of  State, 
and  thereupon  such  organization  shall  be  a  body  corporate  by 
the  name  expressed  in  said  articles,  shall  have  a  common  seal 
which  it  may  alter  at  pleasure,  and  will  have  'kll  the  powers 
hereinafter  specified,  and  may  adopt  and  establish  a  constitution 
and  by-laws  and  make  all  rules  and  regulations  by  it  deemed 
necessary  and  expedient  for  the  management,  regulation  and 
conduct  of  its  affairs  in  accordance  with  law. 

29.  New  corporation  succeeds  to  property.  Evi- 
dence.— 3056.  All  the  rights,  privileges,  franchises  and  prop- 
erty of  every  name  or  nature,  whether  real  or  personal,  whether 
in  action  or  in  possession,  whether  in  law  or  in  equity,  and  wher- 
ever situated,  of  any  corporation  reorganizing  imder  the  provi- 
sions of  this  act  shall  pass  to  the  new  corporation  as  soon  as 
it  shall  have  become  fully  organized  without  further  act  or  cer- 


Minnesota.  221 

emony;  Provided,  hozvcvcr,  That  the  last  board  of  trustees,  or 
their  survivors,  of  any  corporation  or  society  reorganizing 
tinder  this  act  may  at  any  time  convey  by  a  general  or  specific 
description,  and  by  proper  deed  or  deeds  to  the  new  corpora- 
tion, any  property  owned  by  such  society  or  corporation. 
Such  deed  shall  recite  the  facts  of  such  reorganization  and  it 
shall  be  prima  facie  evidence  of  the  facts  therein  stated,  and  it 
shall  be  sufficient  to  pass  all  the  title  to  the  property  therein 
described  possessed  by  the  corporation,  association  or  society 
on  whose  behalf  it  is  executed.  Proof  of  the  reorganization 
of  any  corporation  pursuant  to  the  provisions  of  this  act,  may 
be  made  by  the  affidavit  of  the  president  and  the  recording 
secretary  of  such  newly-organized  corporation,  and  such  affida- 
vit shall  be  recorded  in  the  office  of  the  register  of  deeds  of  the 
county  in  which  such  corporation  is  located,  and  such  affidavit 
shall  be  presumptive  evidence  of  the  facts  therein  stated  per- 
taining to  such  organization  or  reorganization. 

30.  Powers.  Disposition  of  property. — 3057.  Any 
religious  society,  association,  organization,  or  corporation  formed 
pursuant  to  the  provisions  of  this  act,  or  which  shall  have  reorgan- 
ized under  the  provisions  of  this  act,  shall  be  capable  of  suing 
and  being  sued,  holding,  purchasing,  and  receiving  title  by  de- 
vise, gift,  grant  or  other  conveyance  of  any  property,  real  and 
personal,  and  shall  have  the  power  through  its  trustees  to  mort- 
gage, sell,  convey  or  otherwise  dispose  of  its  property,  whether 
real  or  personal,  or  any  part  or  portion  thereof;  Provided,  hon'- 
evcr,  That  no  such  sale,  conveyance,  encumbrance,  or  any 
other  disposition  of  the  real  property  of  any  such  corporation 
shall  be  made  through  the  trustees,  except  when  first  author- 
ized to  make  the  same  by  a  resolution  of  such  society  or  organ- 
ization, passed  at  a  stated  meeting  thereof,  called  for  that  pur- 
pose, notice  of  the  time,  place  and  object  of  which  shall  be 
given  by  the  recording  secretary  of  the  corporation,  association 
or  society;  which  notice  shall  be  printed  and  a  copy  mailed  to 
each  member  at  his  residence,  when  such  residence  is  known  to 
the  person  sending  such  notice  ;  Provided,  further,  That  no 
sale,  incumbrance,  mortgage,  conveyance,  or  other  disposition 
of  any  real  property  of  said  corporation,  society  or  organiza- 
tion shall  be  made,  except  by  the  vote  and  assent  of  two-thirds 
of  the  members  present  at  the  meeting  called  for  the  purpose 
of  making  such  disposition.  Proof  of  the  facts  of  such  notice 
of  meeting,  such  meeting,  and  its  proceedings,  may  be  made 


222  Religious  Corporations. 

by  the  affidavit  of  the  recording  secretary  of  such  society, 
organization  or  corporation  and  a  certified  copy  of  the  minutes 
of  any  meeting  duly  certified  and  attested  by  the  recording 
secretary,  under  the  seal  of  the  society,  organization  or  corpo- 
ration. In  case  of  sales  of  real  property  such  affidavit  and  cer- 
tified copies  shall  be  recorded  at  length  in  the  office  of  the  reg- 
ister of  deeds  of  the  county  where  the  premises  are  situated, 
and  the  said  affidavits  and  records  of  said  meeting,  or  a  certi- 
fied copy  of  such  record,  aforesaid,  shall  be  presumptive  evi- 
dence of  the  facts  therein  stated. 

31.  Prior  by-laws  in  force. — 3058.  The  constitution 
and  by-laws  and  all  rules  for  the  management,  regulation  and 
conduct  of  affairs  of  any  corporation  or  society  reorganizing 
under  the  provisions  of  this  act,  so  far  as  they  are  not  incon- 
sistent with  this  act,  shall  continue  in  force  until  altered, 
amended,  revised  or  repealed. 

32.  Appropriations  and  contracts,  limit  upon. — 3059. 

No  appropriations  or  contracts  made  by  any  corporation  organ- 
ized or  reorganized  pursuant  to  this  act,  where  the  amount  of  a 
single  appropriation  or  a  single  purpose,  or  the  amount  involved 
in  such  contract  exceeds  the  sum  of  three  hundred  dollars, 
shall  be  valid,  unless  such  contract  or  appropriation  shall  be 
authorized  and  ordered  by  the  vote  and  assent  of  two-thirds  of 
the  members  present  and  voting  at  a  stated  meeting  of  such 
corporation,  held  for  the  purpose  of  considering  such  contract 
or  appropriation. 

33.  Right  in  pews  unimpaired. — 3060.  Nothing  herein 
contained  shall  in  any  wise  impair  any  rights  in  pews  possessed 
by  any  members  at  the  time  of  the  formation  or  reorganization 
of  any  corporation  formed  or  reorganized  pursuant  to  this  act. 

34.  Prior  laws  not  affected  by  this  act. — 3061.  Noth- 
ing herein  contained  shall  be  construed  to,  or  shall  repeal  any 
law  now  in  force  relating  to  the  formation  or  reorganization  of 
any  religious  societies,  associations  or  corporations  in  this  State. 
Nor  shall  this  act  apply  to  or  affect  any  action  now  pending  in 
any  court  of  this  State. 

(5)   Incorporation  of  Diocesan  Council,  Presbytery,  etc. 

35.  Incorporation  of  synods,  etc.,  authorized. — 3062. 
That  any  diocesan  council,  synod,  presbytery,  conference,  asso- 


Minnesota.  223 

ciation,  consociation  or  other  general  organization  for  ecclesi- 
astical or  religious  purposes,  existing  in  any  church  or  relig- 
ious denomination  in  this  State,  and  which,  according  to  the 
polity,  constitution,  canons,  customs,  discipline,  or  usages  of 
such  church  or  denomination,  is  composed  of  or  represents 
several  parishes,  congregations,  or  particular  churches,  may  or- 
ganize as  or  form  a  corporation,  with  perpetual  succession,  in 
the  manner  hereinafter  provided. 

36.  Resolution,  contents  of. — 3063.  For  that  purpose 
it  may  adopt  a  canon  or  resolution,  in  which  it  shall  be  stated — 

1.  Its  purpose  to  organize  and  form  a  corporation  under 
this  act. 

2.  The  name  of  the  corporation,  and  its  general  purposes 
and  powers,  not  inconsistent  with  the  laws  of  this  State. 

3.  The  name  of  the  church  or  religious  denomination  to 
which  the  body  so  organizing  a  corporation  shall  belong,  the 
name  by  which  such  body  shall  have  been  known,  and  the  dis- 
trict or  territorial  limits  over  which  it  exercises  jurisdiction. 

4.  The  number  and  official  titles  of  the  officers  (such  as 
president,  directors,  trustees,  or  otherwise)  through  whom  such 
corporation  shall  act,  and  by  whom  and  in  what  manner  such 
officers  shall  be  elected  or  appointed,  the  length  of  their  offi- 
cial terms  respectively,  and  the  general  duties,  powers  and  au- 
thority of  such  officers  respectively. 

5.  The  names  and  post-office  address  of  those  appointed  or 
elected  as  the  first  directors,  trustees  and  other  officers  of  the 
corporation. 

37.  Certificates  to  be  filed  and  issued. — 3064.  A  copy 
of  such  canon  or  resolution,  certified  to  by  the  presiding  officer 
of  the  body  passing  the  same,  and  verified  by  the  affidavit  of 
its  secretary  or  clerk,  shall  be  presented  to  the  attorney-general, 
whose  duty  it  shall  be  to  examine  the  same,  and,  if  found  to  be 
in  all  respects  in  conformity  with  the  provisions  of  this  act,  he 
shall  so  certify,  and  thereupon  the  same,  with  his  said  certifi- 
cate thereon,  shall  be  filed  in  the  office  of  the  secretary  of  State, 
who  shall  record  the  same  at  length  in  a  suitable  book  to  be 
kept  in  his  office,  for  that  purpose ;  and  he  shall  thereupon  issue 
his  certificate*  that,  the  provisions  of  this  act  having  been  com- 
plied with,  the  said  corporation  has  become  duly  incorporated 
according  to  law;  and  thereupon  the  same  shall  be  a  body  cor- 
porate.    The  secretary  of  State  shall  keep  in  a  book  in  his  office 

*  Sep  No.  53,  Section  3394,  p.  229. 
19 


224  Religious  Corporations. 

an  alphabetical  index  or  list  of  such  corporations  formed  under 
this  act. 

38.  Amendment  of  resolutions  of  incorporation. — 

3065.  The  body  organizing  such  corporation,  or  its  successor, 
may,  by  canon  or  resolution  passed  by  it  at  two  regular  succes- 
sive sessions  thereof,  and  certified  and  verified  (including  the 
certificate  of  the  attorney-general  as  aforesaid)  and  recorded  in 
the  office  of  the  secretary  of  State,  as  provided  in  the  last  pre- 
ceding section,  amend  or  modify  the  canon  or  resolution  under 
which  such  corporation  was  organized  in  respect  to  the  jurisdic- 
tional limits  of  such  corporation,  or  to  the  number,  official 
titles,  terms  of  office  of,  or  the  manner  of  electing  or  appoint- 
ing the  officers  of,  such  corporation,  or  of  their  respective 
duties,  powers,  and  authorit}*,  or  to  the  purposes  and  powers  of 
the  corporation  not  inconsistent  with  the  laws  of  this  State,  and 
not  in  any  wise  impairing  any  trusts  or  rights  of  property  there- 
tofore vested  in  such  corporation. 

39.  Failure  to  comply  with  section  3063  does  not 
invalidate. — 3066.  That  in  all  cases  in  which  an  attempt  has 
heretofore  been  made  to  organize  a  religious  corporation  under 
chapter  one  hundred  and  fifty-one,  general  laws  of  Minnesota 
1885,  in  which  the  attorney-general  has  made  a  certificate  and 
the  same  has  been  filed  with  the  secretary  of  State  in  accord- 
ance with  section  three  of  said  chapter,*  and  in  which  attempt 
to  form  and  organize  such  corporation  there  has  been  a  failure 
to  comply  with  the  provisions  of  section  twof  of  said  chapter, 
such  corporations  shall  be  and  they  are  hereby  legalized  and 
confirmed  in  all  respects  as  though  there  had  been  a  full  com- 
pliance with  said  chapter;  and  all  rights,  privileges  and  titles 
to  property  received  and  acquired  by  such  bodies  are  hereby 
confirmed  and  established  in  such  corporation. 

40.  Powers  and  limitations. — 3067.  Any  corporation 
formed  under  this  act  may  adopt  a  corporate  seal,  make  con- 
tracts, estabUsh  by-laws,  rules,  and  regulations  for  the  manage- 
ment of  its  business,  sue  and  be  sued  by  its  corporate  name, 
and  may  acquire  real  and  personal  property  by  purchase,  gift, 
grant,  devise,  or  bequest,  and  hold  and  employ  the  same  for 
religious,  charitable  or  educational  purposes,  and  may  invest, 
transfer,  or  mortgage  the  same,  and  may  also  receive  in  trust, 
for  any  parish,  mission,  local  church  society,  or  congregation, 

*  See  No.  37,  Section  3064,  p.  223. 
t  See  No.  36,  Section  3063,  p.  223. 


Minnesota.  225 

whether  injcorporated  or  not,  any  property,  real  or  personal, 
which  may  be  given,  granted,  transferred,  devised  or  be- 
queathed to  it  for  the  use  of  such  parish,  mission,  local  church 
society,  or  congregation,  for  religious,  charitable,  or  educa- 
tional purposes,  and  may  hold  the  same,  and  the  rents,  issues, 
and  profits  thereof,  (accounting  from  time  to  time  as  may  be 
required  for  such  rents,  issues,  and  profits,)  until  such  parish, 
mission,  local  church  society,  or  congregation  shall,  being  then 
incorporated,  demand  a  conveyance  of  such  property  so  held  in 
trust  as  aforesaid ;  and  any  property  now  held  in  trust  by  any 
person,  corporation,  or  trustees,  for  the  use  and  benefit  of  the 
religious  body  or  organization  forming  a  corporation  under  this 
act,  or  any  of  its  component  parts,  or  any  of  its  such  parishes, 
missions,  societies,  congregations  or  local  churches,  may,  with 
the  consent  of  the  beneficiary,  be  conveyed  to,  and  the  title 
thereto  vested  in,  the  said  corporation  as  the  successor  in  such 
trust. 

41.  Cannot  incumber  trust  property. — 3068.  No  cor- 
poration organized  under  this  act  shall  have  power  in  any  man- 
ner to  create  any  lien  upon  or  incumber  any  property  held  by  it 
in  trust  as  aforesaid. 

42.  Amount  of  property  subject  to  limitation.  Meet- 
ings outside  State. — 3069.  This  act  is  subject  to  any  limita- 
tion or  modification  which  may  be  hereafter  enacted  by  general 
laws,  as  to  the  amount  of  real  estate  and  personal  property  to  be 
held  by  the  corporations  respectively  provided  for  herein.  Any 
corporation  organized  under  this  act,  the  membership  of  which 
in  part  extends  to  and  resides  in  States  other  than  the  State  of 
Minnesota,  shall  have  authority  to  hold  its  annual  meetings  at 
such  points  without  the  limits  of  the  State  of  Minnesota  as  may 
be  decided  upon  from  time  to  time  by  said  corporation  at  a  pre- 
vious annual  meeting,  and  such  decision  may  be  made  at  such 
previous  annual  meeting  by  authorizing  the  president  of  such 
corporation  to  select  and  designate  a  place  for  the  holding  of 
the  next  annual  meeting  of  said  corporation,  notice  of  the  time 
and  place  of  such  meeting  to  be  given  by  publication  in  the 
recognized  organ  of  the  corporation,  if  it  have  one,  at  least  three 
months  previous  to  the  time  of  such  annual  meeting.  If  such 
corporation  have  no  organ,  the  publication  of  which  is  controlled 
by  it,  then  such  notice  may  be  given  by  publishing  the  same  in 
at  least  two  papers  of  general  circulation,  published  at  the  cap- 
ital of  the  State  of  Minnesota. 


226  Religious  Corporations. 

(7)  Miscellaneous  Provisions. 

43.  Amendment  of  articles. — 3076.  Whenever  any  re- 
ligious corporation  existing  under  the  laws  of  this  State  shall 
desire  to  alter,  modify,  or  change  any  of  its  articles  of  incorpo- 
ration, such  corporation  may,  by  resolution  duly  passed  at  any 
regular  or  special  meeting  of  the  directors  or  trustees  thereof, 
adopt  a  new  article  or  articles  altering,  modifying,  or  changing 
any  of  the  articles  of  incorporation  thereof,  or  adding  to  the 
same;  Provided^  however,  that  such  alteration,  modification,  or 
amendment  shall  not  be  contrary  to  or  in  conflict  with  the  law 
under  and  by  virtue  of  which  said  corporation  was  organized 
and  exists. 

44.  Amendments  to  be  entered  of  record. — 3077.  No 
such  new  or  amended  articles  of  incorporation  shall  be  operative 
or  valid  to  alter,  modify  or  change  such  original  articles  of  in- 
corporation, or  otherwise,  until  the  same  shall  be  adopted  and 
recorded  in  the  same  manner  and  with  like  formalities  as  the 
original  articles  of  incorporation  are  now  required  to  be  adopted 
and  recorded ;  and  when  so  adopted  and  recorded,  the  said  new, 
amended,  altered,  or  modified  articles  shall  be  substituted  for 
and  take  the  place  of  the  original  articles  of  incorporation  so 
altered,  amended,  modified,  or  changed. 

45.  Consolidation  authorized. — 3078.  Any  two  or  more 
churches,  congregations,  or  religious  societies  now  organized  or 
incorporated,  or  which  may  hereafter  be  organized  or  incorpo- 
rated, and  who  employ  the  same  minister  or  pastor,  may  con- 
solidate, reorganize,  and  become  a  body  corporate,  as  one 
church,  congregation,  or  religious  society,  by  complying  with 
the  provisions  of  the  laws  of  this  State,  in  regard  to  the  incor- 
poration of  religious  societies,  and  the  further  provisions  of  this 
act. 

46.  Resolutions  to  be  adopted  by  the  churches. — 

3079.  Before  any  action  is  had  for  that  purpose,  a  resolution 
authorizing  such  consolidation  and  reorganization  shall  be 
adopted  by  at  least  two-thirds  of  the  members  present  and 
voting,  at  a  meeting  of  each  of  said  churches,  congregations,  or 
societies,  called  for  that  purpose,  notice  of  the  time,  jDlace,  and 
object  of  which  meeting  shall  be  given  four  successive  Sabbaths, 
on  which  such  society  statedly  meets  for  public  worship,  imme- 
diately preceding  the  time  specified  for  svich  meeting;  and  proof 
of  the  fact  of  such  notice,  meeting  and  resolution  may  be  made 


Minnesota.  227 

by  affidavit  of  one  of  the  trustees  or  any  of  the  members  of  the 
society  cognizant  of  the  facts.  Such  affidavit  shall  be  recorded 
with  the  certificate  or  articles  of  incorporation  of  such  consoli- 
dated church,  congregation,  or  society,  when  the  same  shall  be 
recorded  in  the  office  of  the  register  of  deeds  of  the  county 
where  said  consolidated  church,  congregation,  or  society  has  its 
place  of  public  worship,  or  in  the  office  of  the  secretary  of  State, 
or  in  both  of  said  offices,  as  the  case  may  be. 

47.  Joint  worship  for  eight  Sabbaths. — 3080.  After 
the  adoption  of  such  resolution  or  resolutions,  and  before  such 
consolidation  and  reorganization  shall  take  effect,  said  several 
churches,  congregations,  or  societies  shall  for  at  least  eight 
Sabbaths  worship  together  as  one  congregation,  church  or  so- 
ciety, proof  of  which  fact  may  be  made  in  like  manner  provided 
for  proving  the  resolution  mentioned  in  section  two  hereof. 

48.  Powers  of  new  corporation. — 3081.  Said  churches 
or  religious  societies,  when  consolidated,  reorganized,  or  incor- 
porated as  herein  provided,  shall  forever  thereafter  be  known 
as  a  body  corporate  by  the  name  and  style  adopted  and  men- 
tioned in  the  new  certificate  or  articles  of  incorporation,  and 
shall  have  and  exercise  the  same  powers  as  other  religious  cor- 
porations may  now  have  and  exercise,  according  to  the  mode  and 
manner  of  incorporation  adopted ;  and  shall  succeed  to  and  re- 
tain, own,  hold,  and  enjoy  all  the  property,  real  and  personal, 
of  said  several  corporations  as  originally  organized,  to  the  same 
extent  and  in  the  same  manner  as  if  such  reorganization  had 
taken  the  same  by  purchase;  Provided,  That  nothing  herein 
contained  shall  operate  to  dissolve  said  original  corporations 
until  said  new  corporation  or  reorganization  shall  be  fully 
perfected. 

49.  Irregular  incorporations  legalized. — 3082.  In  all 
cases  where  any  church,  congregation,  or  religious  society  had 
been  actually  formed  and  in  existence  for  the  space  of  one  year 
or  more,  holding  stated  meetings  for  public  worship,  and  where 
there  had  been  filed  for  record  in  the  office  of  the  register  of 
deeds  of  the  proper  county  any  certificate  or  statement  of  the 
election  or  appointment  of  the  first  or  of  any  subsequent  trus- 
tees of  such  church,  congregation,  or  religious  society,  signed 
either  by  the  president  or  secretary  of  any  meeting  at  which 
such  trustees  were  elected  or  appointed,  or  by  the  priest,  rector, 
pastor  or  preacher  of  such  church,  congregation,  or  religious 


228  Religious  Corporations. 

society,  and,  whether  such  certificate  or  statement  is  or  is  not 
authenticated  by  any  affidavit  or  acknowledgment,  such  church, 
congregation,  or  religious  society  shall  be  held  in  law  to  be,  and 
to  have  been  from  its  organization,  a  religious  corporation  pos- 
sessed of  all  the  rights,  powers,  and  privileges  of  religious  cor- 
porations, duly  organized  under  and  pursuant  to  the  provisions 
of  title  four  of  chapter  thirty-four*  of  the  general  statutes  of 
this  State  by  the  name  by  which  such  church,  congregation,  or 
religious  society  has  been  generally  called  and  known ;  and  all 
donations,  purchases,  sales,  and  conveyances  of  real  or  personal 
property  heretofore  made  to  or  by  any  such  church,  congrega- 
tion, or  religious  society  are  hereby  declared  to  be  legal,  valid, 
and  effectual  as  fully  as  if  such  church,  congregation,  or  religi- 
ous society  had  been  regularly  incorporated  in  accordance  with 
the  provisions  of  said  title  four  of  chapter  thirty -four  of  the  said 
general  statutes;  and  all  contracts,  conveyances,  deeds,  and 
acts  of  the  acting  trustees  of  any  such  church,  congregation,  or 
religious  society  are  hereby  declared  to  be  as  legal,  valid  and 
effectual,  in  all  cases  where  they  have  been  authorized  or 
acquiesced  in  by  any  such  church,  congregation,  or  religious 
society,  as  if  such  church,  congregation,  or  religious  society  had 
been  at  the  time  regularly  incorporated  under  the  said  statute, 
and  as  if  such  trustees  had  been  regularly  elected  or  appointed 
as  such. 

50.  Proceedings  to  change  name  legalized. — 3083. 
That  all  proceedings  of  any  religious  corporation  by  which  it 
may  have  heretofore  changed  its  name,  or  attempted  so  to  do, 
and  which  proceedings  were  invalid,  are  hereby  declared  to  be 
valid  and  binding,  and  of  the  same  force  and  effect  as  though 
such  proceedings  had  been  duly  authorized  by  law. 

51.  Articles  void  for  informality  confirmed. — 3084. 
Any  church,  congregation  or  religious  society  which  hereto- 
fore may  have  attempted  to  become  incorporated  under  any  of 
the  laws  of  this  State,  but  which,  for  informality  or  other  cause, 
is  not  now  legally  incorporated,  is  hereby  incorporated,  and 
invested  as  such  church,  congregation  or  society,  with  all  the 
rights,  privileges  and  immunities  now  enjoyed  by  religious  cor- 
porations under  the  general  laws  of  this  State. 

52.  Incomplete  incorporations  legalized. — 3085.  That 
all  and  singular   the  acts  and  proceedings  had  and  done,  or 

*Seep.  208. 


Minnesota.  229 

attempted  to  be  had  and  done,  by  and  on  behalf  of  the  mem- 
bers and  officers,  or  either,  of  any  religious  society  or  congre- 
gation of  this  State,  or  any  persons  whomsoever,  to  incorpo- 
rate as  a  church  society  under  any  of  the  laws  of  this  State, 
which  incorporation  is  incomplete  or  invalid  for  informalities  or 
non-compliance  with  statutory  requirements,  are  hereby  legal- 
ized and  made  valid,  and  the  incorporations  so  attempted  are 
hereby  declared  in  all  respects  valid,  and  such  societies  properly 
and  legally  incorporated. 

Title  VIII.     General  Provisions. 
(i)  Incorporation  and  Organization. 

53.  Form  of  State  certificate  of  incorporation.*  Evi- 
dence.— 3394-  Whenever  any  corporation  hereafter  organized 
under  the  general  law  of  this  State  shall  have  complied  with  all 
the  provisions  of  the  general  statutes  in  regard  to  the  filing  for 
record  of  the  articles  of  incorporation  of  such  corporation  and 
of  the  requisite  affidavit  of  proof  of  publication,  f  the  secretary 
of  State  shall  thereupon  issue  a  certificate  in  the  following  form : 
State  of  Minnesota: 

Be  it  known,  That  whereas  (here  the  names  of  the  sub- 
scribers to  the  articles  of  incorporation  shall  be  inserted),  have 
associated  themselves  with  the  intention  of  forming  a  corpora- 
tion under  the  name  of  (here  the  name  of  the  corporation  shall 
be  inserted),  for  the  purpose  (here  the  purpose  declared  in  the 
articles  of  incorporation  shall  be  inserted),  with  a  capital^  of 
(here  the  amount  of  capital  fixed  in  the  articles  of  incorpora- 
tion shall  be  inserted),  and  have  complied  with  statutes  of  this 
State  in  such  case  made  and  provided,  as  appears  from  the 
articles  of  incorporation,  and  the  affidavit  of  proof  of  publica- 
tion filed  in  this  office;  now,  therefore  I  (here  the  name  of  the 
secretary  shall  be  inserted),  secretary  of  the  State  of  Minne- 
sota, do  hereby  certify  that  said  (here  the  names  of  the  sub- 
scribers to  the  articles  of  incorporation  shall  be  inserted),  their 
associates  and  successors,  are  legally  organized  and  established 
as,  and  are  hereby  made  an  existing  corporation  under  the  name 
of  (here  the  name  of  the  incorporation  shall  be  inserted),  with 
the  powers,  rights  and  privileges  and  subject  to  the  limitations, 
duties  and  restrictions  which  by  law  appertain  thereto.  Witness 
my   official    signature    hereunto   subscribed    and   the   seal    of 

*  Certificate  not  required  for  chitrches.    See,  however,  No.  37,  Section  3064,  p.  220. 

t  None  I'equired  from  religious  corporations. 

X  This  item  will  not  appear  in  certificates  of  religions  societies. 


230  Religious  Corporations. 

the  State  of  Minnesota  hereunto  fixed  this da)^  of  in 

the  year (in  these  blanks  the  day,  month  and  year  of  exe- 
cution of  this  certificate  shall  be  inserted). 

The  secretary  shall  sign  the  same  and  cause  the  seal  of  the 
State  to  be  thereto  affixed,  and  such  certificate  shall  be  prima 
facie  evidence  of  the  existence  of  such  corporation.  He  shall 
also  cause  a  record  of  such  certificate  to  be  made,  and  a  certified 
copy  of  such  record  may  be  given  in  evidence  with  the  like 
effect  as  the  original  certificate. 

54.  Certificate  for  companies  already  incorporated. 

— 3395-  Whenever  any  corporation  already  incorporated  under 
the  provisions  of  said  chapter  thirty-four  shall  have  complied 
with  the  provisions  of  said  chapter  thirty-four  in  regard  to  the 
filing  for  record  of  the  articles  of  incorporation  and  of  the 
requisite  affidavit  of  proof  of  publication,  and  shall  make  ap- 
plication for  such  certificate  and  shall  pay  one  dollar  therefor, 
the  secretary  of  State  shall  thereupon  issue  a  certificate  in  the 
form  prescribed  in  the  preceding  section.  And  such  certificate 
shall  have  the  same  force  and  effect  in  all  respects,  and  a  certi- 
fied copy  thereof  the  same  force  and  effect,  as  if  such  certifi- 
cate had  been  issued  to  a  corporation  incorporated  subsequent 
to  the  passage  of  this  act.  And  the  secretary  shall  keep  a 
record  of  all  such  certificates  issued. 

55.  Approval  of  attorney-general. — 3396.  Hereafter 
it  shall  not  be  necessary  for  the  attorney-general  to  endorse  any 
form  of  approval  upon  the  articles  of  incorporation  of  any  in- 
corporated company. 

3397.   This  act  shall  not  apply  to  religious  incorporations.* 

bQ.  Amendments  of  article.    Extension  of  term. — 

3400.  Any  corporation  heretofore  or  hereafter  organized  un- 
der any  law  of  this  State  may  amend  its  articles  of  incorpora- 
tion in  any  respect  which  might  have  been  made  part  of  said 
original  articles,  and  may  renew  the  term  of  its  corporate  exist- 
ence from  time  to  time,  not  exceeding  the  term  originally 
limited  therefor,  by  adopting  a  resolution  expressing  such  pro- 
posed amendment  or  renewal,  by  a  two-thirds  vote  of  all  its 
members,  shareholders,  or  stockholders,  present  and  voting  at 
any  regular  meeting  of  such  corporation,  and  filing  and  pub- 
lishing such  resolution  in  the  manner  provided  for  filing  and 
publishing  its  original  articles. 

*  Section  3397  is  really  a  part  of  3396,  and  makes  approval  of  attorney-general  neces- 
sary for  religious  corporations.  Both  sections  constituted  the  act  contained  in  Chap. 
248,  Laws  of  1889. 


Minnesota.  231 

57.  Powers  of  corporations.  Meetings  outside 
State.  Failure  to  elect  officers.  Classification  of  direc- 
tors.— 3407.  All  corporations,  when  no  other  provision  is 
specially  made,  may  have  a  common  seal,  which  they  may  alter 
at  pleasure.  They  may  elect  all  necessary  officers,  fix  their 
compensation,  and  define  their  duties  and  obligations;  and 
make  by-laws  and  regulations  consistent  with  the  laws  of  the 
State,  for  their  own  government,  and  for  the  due  and  orderly 
conduct  of  their  affairs,  and  the  management  of  their  property. 
The  members  of  any  corporation  now  or  hereafter  organized 
under  the  provisions  of  this  chapter,  and  the  directors  and 
managers  thereof,  may  meet  and  transact  business  without  the 
State  the  same  as  within  the  State ;  but  no  corporation  or  asso- 
ciation created  or  existing,  or  which  shall  exist,  under  this  act, 
shall  cease  or  expire  from  neglect  on  the  part  of  the  corpora- 
tion to  elect  directors  or  officers  at  the  time  mentioned  in  their 
by-laws  ;  and  all  officers  elected  by  such  corporation  or  associ- 
ation shall  hold  their  offices  until  their  successors  are  duly 
elected.  Any  corporation  in  this  State,  whether  created  by 
special  act,  or  organized  under  any  general  or  special  law  of  the 
Territory  or  State  of  Minnesota,  or  doing  business  within  this 
State  by  virtue  of  or  under  any  legislative  enactment  of  said 
Territory  or  State,  may,  by  resolution  of  its  board  of  directors, 
classify  its  directors  into  three  classes,  each  of  which  shall  be 
composed  as  nearly  as  may  be  of  one-third  of  the  whole  num- 
ber of  directors;  the  term  of  office  of  the  first  class  to  expire 
at  the  date  of  the  next  annual  election  thereafter;  of  the  second 
class,  at  the  date  of  the  second  annual  election  thereafter;  of 
the  third  class,  at  the  date  of  the  third  annual  election  there- 
after. At  each  annual  election  thereafter  a  number  of  direc- 
tors shall  be  elected  for  three  years  equal  to  the  number  whose 
term  of  office  shall  then  expire.  All  other  vacancies  shall 
be  filled  in  accordance  with  the  by-laws;  Provided,  That  if  no 
election  be  had  at  the  time  of  holding  the  annual  election,  the 
old  directors  shall  hold  their  offices  until  their  successors  are 
elected  and  enter  upon  their  duties. 

58.  First  meeting. — 3408.  The  first  meeting  of  all  cor- 
porations, when  no  other  provision  is  specially  made,  shall  be 
called  by  notice,  signed  by  one  or  more  of  the  persons  named 
in,  or  associated  as  corporators  under  the  law  by  which  it  is 
incorporated,  setting  forth  the  time,  place  and  purposes  of  the 
meeting;  and  such  notice  shall,  at  least  twenty  days  before  the 


232  Religious  Corporations. 

meeting,  be  delivered  to  each  member,  or  published  in  some 
newspaper  in  the  county  where  the  corporation  is  established, 
or  if  no  newspaper  is  published  in  the  county,  then  in  some 
newspaper  printed  and  published  at  the  capital  of  the  State. 

59.  When  meeting  may  be  called  by  justice  of  the 
peace. — 3409.  When,  by  reason  of  the  death,  absence,  or 
other  legal  impediment  of  the  officers  of  the  corporation,  there 
is  no  person  duly  authorized  to  call  or  preside  at  a  legal  meet- 
ing thereof,  any  justice  of  the  peace  of  the  county  where  such 
corporation  is  established,  may,  on  a  written  application  of 
three  or  more  of  the  members,  issue  a  warrant  to  either  of 
them,  directing  him  to  call  a  meeting,  by  giving  such  notice  as 
had  been  previously  required  by  law;  and  the  justice  may,  in 
the  same  warrant,  direct  such  person  to  preside  at  such  meet- 
ing, until  a  clerk  is  duly  chosen  and  qualified,  if  no  officer  is 
present  duly  authorized  to  preside. 

60.  Such  meeting  can  transact  all  business. — 3410. 
A  corporation,  when  so  assembled,  may  elect  officers  to  fill  all 
vacancies,  and  act  upon  such  other  business  as  may  lawfully  be 
transacted  at  a  regular  meeting. 

61.  Meeting   by   unanimous    consent   valid. — 341 1. 

When  all  the  members  of  a  corporation  are  present  at  any 
meeting,  however  called  or  notified,  and  sign  a  written  assent 
thereto,  on  the  record  of  such  meeting,  the  doings  of  such 
meeting  shall  be  as  valid  as  if  legally  called  and  notified. 

(4)  Dissolution. 

62.  Dissolution,  how  secured. — 3430.  When  a  major- 
ity in  number  or  interest  of  the  members  of  a  corporation 
desire  to  close  their  concerns,  they  may  apply  by  petition  to 
the  district  court  of  the  county  where  the  corporation  has  its 
principal  place  of  business,  setting  forth  in  substance  the 
grounds  of  their  application;  and  the  court,  after  such  notice 
as  it  deems  proper  to  all  parties  interested,  may  proceed  to  hear 
the  matter,  and,  for  reasonable  cause,  adjudge  a  dissolution  of 
the  corporation.  Corporations  so  dissolved  shall  be  deemed 
and  held  extinct,  in  all  respects,  as  if  their  charters  had  expired 
by  their  own  limitation. 

63.  Dissolved  corporations  to  continue  three  years. 

— 3431.      Corporations    whose    charters   expire   by   their   own 


Minnesota.  233 

limitation,  or  are  annulled  by  forfeiture  or  otherwise,  shall, 
nevertheless,  continue  bodies  corporate  for  the  term  of  three 
years  after  the  time  when  they  would  have  been  so  dissolved,  for 
the  purpose  of  prosecuting  and  defending  actions  by  or  against 
them,  and  of  enabling  them  gradually  to  settle  and  close  their 
concerns,  to  dispose  of  and  convey  their  property,  and  to  divide 
their  capital  stock ;  but  not  for  the  purpose  of  continuing  the 
business  for  which  they  were  established. 

64.  Receiver,  how  appointed. — 3432.  When  the 
charter  of  a  corporation  expires  or  is  annulled,  or  the  corpora- 
tion is  dissolved  as  provided  herein,  the  district  court  of  the 
county  in  which  such  a  corporation  carries  on  its  business,  or 
has  its  principal  place  of  business,  on  application  of  a  creditor, 
stockholder  or  member,  at  any  time  within  said  three  years, 
may  appoint  one  or  more  persons  receivers  or  trustees,  to  take 
charge  of  its  estate  and  effects,  and  to  collect  the  debts  and 
property  due  and  belonging  to  it,  with  power  to  prosecute  and 
defend  actions  in  the  name  of  the  corporation  or  otherwise,  to 
appoint  agents  under  them,  and  do  all  other  acts  which  might 
be  done  by  such  corporation  if  in  being,  that  are  necessary  to 
the  final  settlement  of  the  unfinished  business  of  the  corpora- 
tion. The  powers  of  such  receivers  may  be  continued  as  long 
as  the  court  deems  necessary  for  said  purposes. 

65.  Jurisdiction  of  court. — 3433-  Said  court  shall 
have  jurisdiction,  in  equity,  of  the  application,  and  of  all  ques- 
tions arising  in  the  proceedings  thereon ;  and  may  make  such 
orders,  injunctions  and  judgments  therein  as  justice  and  equity 
may  require. 

66.  Powers  of  receiver. — 3434.  The  receivers  shall 
pay  all  debts  due  from  the  corporation,  if  the  funds  in  their 
hands  are  sufficient  therefor;  and  if  not,  they  shall  distribute 
the  same  ratably  among  the  creditors  who  prove  their  debts  in 
the  manner  directed  by  court. 

67.  Balance  to  be  distributed. — 3435.  If  there  is  a 
balance  remaining,  after  the  payment  of  the  debts,  the  re- 
ceivers shall  distribute  and  pay  it  to  and  among  those  who  are 
justly  entitled  thereto,  as  having  been  stockholders  or  mem- 
bers of  the  corporation,  or  their  legal  representatives. 


234  Religious  Corporations. 

Particular  Deno.minations. 

68.  Sections  2940  to  2945  of  the  Statutes  make  special 
provision  for  Camp  Meeting  Associations,  Sunday  School 
Assemblies,  societies  for  religious  instruction  and  worship,  etc. 

Section  3041  applies  to  the  Methodist  Episcopal  Church. 

Section  3042  applies  to  the  Evangelical  Association  of 
North  America. 

Section  3045  applies  to  all  churches  having  episcopal  organ- 
izations. 

Sections  3049  to  3054  make  special  provision  for  the  Pro- 
testant Episcopal  Church. 

Sections  3070  to  3075  apply  to  the  Young  Men's  Christian 
Associations. 


MISSISSIPPI. 


CONSTITUTION.     Article  VII. 
[In  effect  Nov.  i,  1S90.] 

1.  General  laws  to  be  enacted.    Charters  repealable. 

— 178.  Corporations  shall  be  formed  under  general  laws  only. 
The  Legislature  shall  have  power  to  alter,  amend  or  repeal  any 
charter  of  incorporation  now  existing,  and  revocable,  and  any 
that  may  hereafter  be  created,  whenever  in  its  opinion  it  may 
be  for  the  public  interest  to  do  so ;  Provided^  however,  that  no 
injustice  shall  be  done  to  the  stockholders. 

2.  Charters  to  be  recorded. — 189.  All  charters  granted 
to  private  corporations  in  this  State  shall  be  recorded  in  the 
chancery  clerk's  office  of  the  county  in  which  the  principal 
office  or  place  of  business  of  such  company  shall  be  located. 

3.  Bequests  of  real  estate  to  religious  uses  void. — 

269.  Every  devise  or  bequest  of  lands,  tenements,  or  here- 
ditaments, or  any  interest  therein,  of  freehold  or  less  than 
freehold,  either  present  or  future,  vested  or  contingent,  or  of 
any  money  directed  to  be  raised  by  the  sale  thereof,  contained 
in  any  last  will  and  testament,  or  codicil,  or  other  testamen- 
tary writing,  in  favor  of  any  religious  or  ecclesiastical  corpo- 
ration, sole  or  aggregate,  or  any  religious  or  ecclesiastical 
society,  or  to  any  religious  denomination  or  association  of  per- 
sons, or  to  any  person  or  body-politic,  in  trust,  either  express 
or  implied,  secret  or  resulting,  either  for  the  use  and  benefit  of 
such  religious  corporation,  society,  denomination,  or  associa- 
tion, or  for  the  purpose  of  being  given  or  appropriated  to  char- 
itable uses  or  purposes,  shall  be  null  and  void,  and  the  heir  at 
law  shall  take  the  same  property  so  devised  or  bequeathed,  as 
though  no  testamentary  disposition  had  been  made. 

4.  Bequests  of  personal  estate  to  religious  uses  void. 

270.  Every  legacy,  gift,  or  bequest,  of  money  or  personal 
property,   or  of    any    interest,  benefit,  or  use   therein,   either 

(235) 


236  Religious  Corporations. 

direct,  implied,  or  otherwise,  contained  in  any  last  will  and  tes- 
tament or  codicil,  in  favor  of  any  religious  or  ecclesiastical  cor- 
poration, sole  or  aggregate,  or  any  religious  or  ecclesiastical 
society,  or  to  any  religious  denomination  or  association,  either 
for  its  own  use  or  benefit,  or  for  the  purpose  of  being  given  or 
appropriated  to  charitable  uses,  shall  be  null  and  void,  and  the 
distributees  shall  take  the  same  as  though  no  such  testamentary 
disposition  had  been  made. 


GENERAL  STATUTES,  CODE,  1892. 
Chap.   V.      Appeals. 

5.  Appeal  bonds,  how  executed. — 58.  Appeal  bonds 
may  be  executed  by  a  corporation  by  its  authorized  agent  or 
attorney,  in  the  name  of  the  corporation,  without  affixing  its 
corporate  seal ;  and  such  bond,  when  so  executed  by  an  attor- 
ney of  record  of  a  corporation,  shall  be  held  and  conclusively 
presumed  to  have  been  executed  by  the  authority  of  such  cor- 
poration.* 

Chap.  XXV.    Corporations.! 

6.  Incorporation  authorized. — 832.  Corporations  for 
every  lawful  purpose  and  of  every  kind,  except  for  the  con- 
struction and  operation  of  a  railroad  other  than  street  railroads, 
and  the  carrying  on  of  the  insurance  business,  may  be  created 
under  the  provisions  of  this  chapter. 

7.  How  incorporated.  Approval  of  governor. — 833. 
The  persons  desiring  to  be  incorporated  may  prepare  a  char- 
ter, drawn  up  on  parchment  or  paper,  which  must  be  headed 

"The  Charter  of  Incorporation  of  ,"  and  it  shall  contain 

a  clear  and  definite  statement  of  the  purposes  for  which  the 
corporation  is  created,  the  names  of  the  persons  desiring  to 
form  the  corporation,  the  corporate  name  by  which  it  is  to  be 
known,  the  powers  to  be  exercised,  the  period  for  which  said 
corporation  is  to  exist — never  more  than  fifty  years — together 
with  whatever  else  may  be  proper  to  be  stated.  And  the  pro- 
posed charter  shall  be  published  ....  but  religious  societies 
shall  not  be  required  to  make  such  publication  ....  and  the 
charter  so  proposed  and  published,  if  required  to  be,  shall  be 
submitted   for  approval  to  the  governor,  who  shall  take  the 

*See  No.  13,  Section  842,  p.  23S. 

t  The  omitted  sections  appear  to  apply  only  to  corporations  for  profit. 


Mississippi.  237 

advice  of  the  attorney-general  as  to  the  constitutionality  and 
legality  of  the  provisions  of  such  charter;  and  if  the  governor 
approve  it,  he  shall  write  his  approval  at  the  bottom  of  it,  and 
sign  his  name  thereto,  and  shall  also  cause  the  great  seal  of  the 
State  to  be  thereto  affixed  by  the  secretary  of  State;  but  the 
governor  may  require  amendments  or  alterations  to  be  made 
previous  to  signing  the  same;  or,  if  deemed  expedient  by  him, 
he  may  withhold  his  approval  entirely;  and  the  powers  therein 
specified  shall,  by  the  approval  of  the  charter,  be  vested  in  such 
corporation,  and  it  shall  go  into  operation  at  the  time  and  on 
the  terms  and  conditions  specified. 

8.  Procedure  in  case  of  renewal. — 834.  But  in  case 
of  renewal  merely,  it  shall  be  sufficient  for  the  governor  to 
give  a  certificate  that  the  original  charter  is  renewed,  under 
the  great  seal  of  the  State. 

9.  Charters  to  be  recorded. — 835.  Every  charter  so 
granted,  and  every  amendment  and  certificate  of  renewal, 
shall  be  recorded  at  length  in  the  office  of  the  secretary  of 
State,  in  a  well-bound  book  to  be  kept  by  him  for  that  pur- 
pose, to  be  furnished  by  the  State,  and  in  the  office  of  the  clerk 

,  of  the  chancery  court  of  the  county  in  which  the  corporation 
does  business. 

10.  Limit  of  corporate  life.    Powers.    First  meeting. 

— 836.  Every  corporation  created  under  this  chapter  shall  have 
succession  for  the  time  limited  in  the  charter,  but  never  exceed- 
ing fifty  years;  may  determine  the  manner  of  calling  and  con- 
ducting meetings;  may  elect  all  necessary  officers,  and  pre- 
scribe the  duties,  salaries,  and  tenure  of  officers ;  may  sue  and 
be  sued,  and  prosecute  and  be  prosecuted,  to  judgment  and 
satisfaction,  before  any  court ;  may  have  a  corporate  seal ;  may 
contract,  and  be  contracted  with,  within  the  limits  of  the  cor- 
porate powers;  may  sell  and  convey  real  estate,  and  may  sell 
personal  property ;  may  borrow  mone)^  and  secure  the  payment 
of  the  same  by  mortgage  or  otherwise;  may  issue  bonds  and 
secure  them  in  the  same  way,  and  ma)'-  hypothecate  its  fran- 
chises; and  may  make  all  necessary  by-laws  not  contrary  to 
law.  The  first  meeting  of  persons  in  interest,  unless  otherwise 
provided,  may  be  called  by  a  notice  published  in  some  conve- 
nient newspaper  for  at  least  ten  days  before  the  time  appointed 
for  the  meeting,  which  notice  shall  be  signed  by  one  or  more 


238  Religious  Corporations. 

persons  named  in  the  charter;  and  the  meeting,  when  assem- 
bled, may  proceed  to  organize  the  corporation. 

11.  Limit  of  property.* — 838.  Every  corporation  created 
under  this  chapter  may  hold  real  and  personal  estate  neces- 
sary and  proper  for  its  purposes,  not  exceeding  two  hundred 
and  fifty  thousand  dollars,  manufacturing  companies  and  banks 
excepted,  which  may  purchase  and  hold  property  to  the 
amount  of  one  million  dollars.  And  a  corporation  shall  not 
have  a  trust,  use,  or  benefit  in  property  held  in  the  name  of 
any  other  person  for  its  use,  either  expressly  or  secretly,  to  a 
greater  amount  than  it  may  lawfully  hold,  nor  shall  any  corpo- 
ration employ  its  capital,  money,  or  other  thing,  in  any  other 
way  than  in  the  pursuit  of  its  legitimate  business :  and  a  corpo- 
ration offending  against  any  of  these  provisions  shall  forfeit  its 
charter,  and  shall  also  forfeit  all  property,  real  and  personal, 
above  the  amount  it  may  lawfully  hold,  to  the  State;  but  any 
thing  herein  contained  shall  not  prevent  a  corporation  from 
taking  a  lien  on  property,  real  or  personal,  to  a  greater  amount 
than  it  may  hold,  as  a  security  for  a  debt,  or  from  taking  prop- 
erty to  a  greater  amount  than  it  may  hold  in  payment  of  a  debt, 
if  the  same  shall  not  be  held  for  a  longer  period  than  five  years. 

12.  Informal  organization  not  a  defense. — 841.  It 
shall  not  be  a  defense  to  any  suit  against  a  corporation  that 
there  was  a  defect  or  informality  in  its  organization. 

13.  Execution  of  bonds  in  suits. — 842.  Any  corpora- 
tion, under  the  signature  of  its  president,  or  other  authorized 
officer,  agent,  or  attorney,  may  execute,  without  affixing  the 
corporate  seal,  all  bonds  which  shall  be  necessary  at  the  com- 
mencement or  during  the  progress  of  any  case  to  a  final  deter- 
mination, and  such  bonds  shall  be  binding  on  the  corporation.! 

14.  Dissolved  corporations  to  continue  three  years. t 
— 848.  A  corporation,  after  its  charter  has  expired  o'r  been 
annulled,  may  nevertheless  be  continued  as  a  body-corporate 
for  the  term  of  three  years  thereafter,  for  the  purpose  of  suing 
and  being  sued  and  of  enabling  it  to  close  up  its  concerns,  to 
sell  and  convey  property,  and  to  divide  the  assets,  but  not  for 
the  purpose  of  enabling  it  to  carry  on  other  corporate  busi- 
ness.    This  provision,  however,  shall  not  extend   to  cases  in 

*  See  No.  i6,  Section  859a,  p.  239. 
fSee  No.  5,  Section  58,  p.  236. 

J:  Section  847,  dealing  with  the  assets  of  dissolved  corporations,  applies  by  its  terms 
onlj-  to  corporations  with  stockholders. 


Mississippi.  239 

which  it  may  be  necessary  to  appoint  trustees  on  judgment  of 
dissolution. 

15.  Religious  societies  may  organize  by  electing 
trustees. — 859.  Any  religious  society,  consisting  of  the  mem- 
bers of  any  particular  denomination  or  congregation,  desiring  to 
act  as  an  organized  body,  may  do  so  by  associating  together 
and  electing  or  appointing  from  its  membership  any  number  of 
officers,  trustees  or  managers,  by  whatever  name  known,  for 
the  purpose  of  managing  the  affairs  of  the  society;  and  such 
society  or  association  shall  keep  a  record  of  its  proceedings, 
which  shall  show  the  name  of  the  societ}',  its  organization,  and 
the  election  of  the  officers,  trustees,  or  managers ;  but  the  society 
so  organized  at  each  particular  locality  shall  be  a  distinct  and 
independent  society ;  and  any  society  so  organized  may  sue  and 
be  sued,  by  its  society  name  or  appellation,  and  process  may  be 
served  on  its  presiding  or  chief  officer,  or  secretary,  or  on  the 
trustees  or  managers. 

16.  Limit  on  real  estate  of  religious  society. — 859*. 
Any  religious  society  or  congregation  or  ecclesiastical  body  may 
hold  and  own,  at  any  one  place,  the  following  real  propert)^, 
but  no  other,  viz. :  (a)  A  house  or  tenement  for  a  place  of  wor- 
ship; (/?)  A  house  or  tenement  for  a  place  of  residence  for  its 
pastor  or  minister;  (c)  A  house  or  tenement  appropriated  and 
used  as  a  school  or  seminary  of  learning  for  males;  (d)  and 
another  house  or  tenement  to  be  appropriated  and  used  as  a 
school  or  seminary  of  learning  for  females ;  With  a  proper  and 
reasonable  quantity  of  ground,  in  each  instance,  thereto 
attached,  and  (r)  A  cemetery  of  sufficient  dimensions.  (/)  Any 
religious  denomination  may,  in  addition,  own  such  colleges  or 
seminaries  of  learning  as  it  may  think  proper;  and  (g-)  A  place 
of  residence  for  its  superior  clergyman. 

17.  Chapter  applicable  to  all  corporations. — 860.  The 
provisions  of  this  chapter,  when  not  limited  by  their  terms, 
shall  apply  to  all  corporations  whatever,  where  the  subject 
matter  is  not  elsewhere  prescribed. 

18.  Mortmain  restrictions. — Sections  4500  and  4501, 
Chap.  CXLV,  of  the  General  Statutes,  containing  the  Mort- 
main restrictions  are  duplications  verbatim  of  Sections  269  and 
270  of  the  Constitution,  found  on  p.  235. 


MISSOURI. 


CONSTITUTION.     Article  II.     Bill  of  Rights. 

1.  Liberty  of  worship  cannot  invalidate  contracts. 

— 6 No  person  can  be  compelled  to  erect,  support  or 

attend  any  place  or  system  of  worship,  or  to  maintain  or  support 
any  priest,  minister,  preacher  or  teacher  of  any  sect,  church, 
creed  or  denomination  of  religion ;  but  if  any  person  shall  vol- 
untarily make  a  contract  for  any  such  object,  he  shall  be  held 
to  the  performance  of  the  same. 

2.  General  laws  to  be  enacted. — S.  No  religious  cor- 
poration can  be  established  in  this  State,  except  such  as  may  be 
created  under  a  general  law  for  the  purpose  only  of  holding  the 
title  to  such  real  estate  as  may  be  prescribed  by  law  for  church 
edifices,  parsonages  and  cemeteries. 

Article  XII.      Corporations. 

3.  Limitation  on  powers  and  real  estate. — 7.  No  cor- 
poration shall  engage  in  business,  other  than  that  expressly  au- 
thorized in  its  charter  or  the  law  under  which  it  may  have  been 
or  hereafter  may  be  organized,  nor  shall  it  hold  any  real  estate 
for  any  period  longer  than  six  years,  except  such  as  may  be 
necessary  and  proper  for  carrying  on  its  legitimate  business. 


REVISED  STATUTES,  1889. 

Chap.   XLII.      Corporations,   Private. 

Article  I.      Organization,    General    Powers,    Duties    and 

Liabilities.* 

4.  First  meeting. — 2481.  The  first  meeting  of  all  cor- 
porations shall,  unless  otherwise  provided  for  in  their  acts  of 
incorporation,  be  called  by  a  notice,  signed  by  some  one  or  more 
of  the  persons  named  as  corporators  in  the  act  of  incorpora- 
tion, and  setting  forth  the  time,  place  and  purposes  of  the  meet- 

*  Omitted  sections  and  parts  of  sections  apply  only  to  corporations  having  a  capital 
stock. 

(240) 


Missouri.  241 

ing,  and  such  notice  shall,  seven  days  at  least  before  the  meet- 
ing, be  delivered  to  each  member,  or  published  in  some  news- 
paper in  the  county  where  the  corporation  may  be  established, 
or  if  there  be  no  such  newspaper,  then  in  the  nearest  news- 
paper. 

5.  Justice  of  the  peace  may  call  special  meeting. — 

2482.  Whenever,  for  want  of  sufficient  by-laws  for  the  pur- 
pose, or  of  officers  duly  authorized,  or  from  neglect  or  refusal 
of  such  officers,  or  from  other  legal  impediments,  a  legal  meet- 
ing of  any  corporation  cannot  otherwise  be  called,  any  justice 
of  the  peace  in  the  county  where  it  is  desirable  to  hold  such 
meeting,  or  where  such  corporation  is  established,  if  it  be  local, 
may,  on  a  written  application  of  two  or  more  members  thereof, 
issue  a  warrant  to  either  of  said  memoers,  directing  him  to 
call  a  meeting  of  such  corporation,  by  giving  such  notice  as  is 
required  in  the  preceding  section. 

6.  Who  may  preside  at  special  meeting. — 2483. 
Whenever  any  meeting  of  any  corporation  shall  be  called  by 
warrant  from  a  justice  of  the  peace,  the  person  to  whom  such 
warrant  is  directed  may  call  the  meeting  to  order  and  preside 
therein  until  a  presiding  officer  is  chosen  and  qualified,  if  there 
be  no  officer  present  whose  duty  it  may  be  to  preside. 

7.  Election  of  officers,  special  provision  when  not 
held  at  proper  time. — 2488.  If  any  election  for  directors  in 
any  such  corporation  shall  not  be  held  on  the  day  appointed,  it 
shall  be  the  duty  of  the  directors  to  notify  and  cause  such  elec- 
tion to  be  held  within  sixty  days  after  the  day  so  appointed; 
and  on  the  day  so  notified,  no  person  shall  be  admitted  to  vote 
except  those  who  would  have  been  entitled  had  the  election 
taken  place  on  the  day  when  it  ought  to  have  been  held. 

8.  Failure  to  elect  directors  does  not  dissolve. — 2489. 
A  failure  to  elect  directors  on  the  day  designated  by  law  shall 
not  have  the  effect  of  dissolving  such  incorporated  company. 

9.  Directors  to  appoint  officers. — 2491.  The  directors 
shall  appoint  one  of  their  number  president;  they  may  also 
appoint  a  treasurer  and  secretary,  and  such  other  officers  and 
agents  as  shall  be  prescribed  by  the  by-laws  of  the  company. 

10.  Articles  of  incorporation  to  be  filed.  Date  of  cor- 
porate life. — 2492.  Whenever  any  corporation  shall  be  or- 
ganized under  the  laws  of  this  State,  it  shall  be  the  duty  of  the 


242  Religious  Corporations, 

officers  of  said  corporation  to  file  with  the  secretary  of  State  a 
copy  of  the  articles  of  association  or  incorporation,  and  the  cor- 
porate existence  of  such  corporation  shall  date  from  the  time  of 
filing  said  copy  of  such  articles.*   .... 

11.  Amendments  to  articles  of  incorporation.  Con- 
struction of  act. — 2495.  All  amendments  to  articles  of  asso- 
ciation of  corporations  organized  under  the  laws  of  this  State, 
made  and  filed  in  the  office  of  the  secretary  of  State,  are  and 
shall  be  and  become  a  part  of  the  articles  of  association  of  the 
corporation  adopting  and  filing  the  same ;  and  this  section  shall 
not  be  so  construed  as  to  give  any  corporation  whose  articles 
are  amended  as  in  this  article  contemplated  any  greater  rights 
than  though  the  subject  of  the  amendments  had  been  incorpo- 
rated into  the  original  articles  of  association 

12.  Certificate  not  to  issue  to  corporation,  when. — 

2496.  No  certificate  of  its  incorporation  or  certificate  of  its 
change  of  corporate  name  shall  be  issued  by  the  secretary  of 
State  to  any  company  or  association:  First,  under  the  same 
corporate  name  and  style  as  that  already  assumed  by  another 
corporation ;  nor,  second,  when  the  corporate  name  and  style 
assumed  is  the  name  of  a  person  or  a  firm,  unless  there 
be  joined  thereto  some  word  designating  the  business  to  be 
carried  on,  followed  by  the  word  company  or  corporation. 

13.  Powers. — 2508.  Every  corporation,  as  such  has  power: 
First,  to  have  succession  by  its  corporate  name,  for  the  period 
limited  in  its  charter,  and,  when  no  period  is  limited,  for  twenty 
years;  second,  to  sue  and  be  sued,  complain  and  defend  in  any 
court  of  law  or  equity;  third,  to  make  and  use  a  common  seal, 
and  alter  the  same  at  pleasure ;  fourth,  to  hold,  purchase,  mort- 
gage or  otherwise  convey  such  real  and  personal  estate  as  the 
purposes  of  the  corporation  shall  require,  not  exceeding  the 
amount  limited  in  its  charter  or  the  law  creating  it,  and  also  to 
take,  hold  and  convey  such  other  property,  real,  personal  or 
mixed,  as  shall  be  necessary  or  requisite  for  such  corporation 
to  acquire  in  order  to  obtain  or  secure  the  payment  of  any 
indebtedness  or  liability  belonging  to  the  corporation ;  fifth,  to 
appoint  such  subordinate  officers  and  agents  as  the  business  of 
the  corporation  shall  require,  and  to  allow  them  a  suitable  com- 
pensation; sixth,  to  make  by-laws  not  inconsistent  with  existing 
law,  for  the  management  of  its  property,  the  regulation  of  its 

*See  No.  26,  Section  2825,  p.  247,  for  other  provisions  as  to  certificate. 


Missouri.  243 

affairs  and  for  the  transfer  of  its  stock;  seventh,  to  increase  or 
diminish,  by  a  vote  of  its  stockholders,  cast  as  its  by-laws  may 
direct,  the  number  of  its  directors  or  trustees  to  not  less  than 
three  nor  more  than  thirteen,  and  may,  in  like  manner,  change 
its  corporate  name  without  in  anywise  affecting  its  rights,  priv- 
ileges or  liabilities;  such  changes  of  name  or  number  of  direc- 
tors or  trustees  shall  take  effect  and  be  in  force  from  the  date 
at  which  the  president  or  secretary  of  such  corporation  shall 
file  with  the  secretary  of  State  an  affidavit  setting  forth  the 
name  adopted  or  the  number  of  directors  or  trustees  fixed, 
together  with  the  date  at  which  change  in  name  or  number  of 
directors  or  trustees  was  voted  by  the  stockholders  of  such  cor- 
poration. Provided,  That  no  corporation  shall  engage  in  busi- 
ness other  than  that  expressly  authorized  in  its  charter,  or  the 
law  under  which  it  may  have  been  or  may  hereafter  be  organ- 
ized. 

14.  Existing  corporations  may  accept  provisions. — 

2509.  The  powers  enumerated  in  the  preceding  section  shall 
vest  in  every  corporation  that  shall  hereafter  be  created  or 
organized,  and  any  corporation,  including  those  heretofore 
organized  and  now  in  existence  under  any  general  or  special 
law  of  this  State,  may  accept  the  provisions  of  the  general 
laws  of  this  State  relating  to  corporations,  by  filing  with  the 
secretary  of  State  a  certificate  of  such  acceptance,  signed  by 
its  president  and  secretary,  duly  authorized  by  its  board  of 
directors  and  approved  by  a  vote  of  three-fourths  of  its  stock- 
holders, at  any  meeting  duly  and  legally  called  for  that  purpose 
— notice  of  such  meeting  first  having  been  given  in  manner 
and  form  as  provided  in  sections  2499  and  2500*  of  this  article,  ' 
or  by  three-fourths  of  the  stockholders,  in  writing;  and  upon 
the  filing  of  such  certificate,  the  time  of  the  existence  of  said 
corporation  shall  be  extended  for  such  period  as  was  originally 
permissible  to  it.  or  as  may  be  stated  in  its  certificate  of  accept- 
ance. But  nothing  herein  contained  shall  extend  or  continue 
to  any  corporation  organized  or  existing  under  a  special  law  or 
charter  any  special  privilege,  immunity,  franchises  or  exemp- 
tions not  possessed  by  corporations  organized  under  the  general 
laws  of  this  State;  and  any  corporation  organized  or  existing 
under  special  law  or  charter  shall,  by  accepting  or  availing 
itself  of  the  provisions  of  this  section,  be  deemed  and  held  to 

*  These  sections  require  sixty  days'  notice  published  weekly  in  ;i  newspaper  in  or 
near  the  place  where  the  corporation  is  located,  the  last  notice  being  not  less  than  one 
nor  more  than  six  days  before  meeting. 


244  Religious  Corporations. 

thereby  waive  and  surrender  any  and  all  such  special  privileges, 
immunities,  franchises  and  exemptions,  and  it  shall  be  subject 
to  all  the  duties  and  obligations  of  corporations  under  the  gen- 
eral laws  of  this  State 

15.  Majority  validates  acts. — 2510.  When  the  corpo- 
rate powers  of  any  corporation  are  directed  by  its  charter,  or 
the  provisions  of  this  law,  to  be  exercised  by  any  particular 
body  or  number  of  persons,  a  majority  of  such  body  or  per- 
sons, if  it  be  not  otherwise  provided  in  the  charter  or  law  crea- 
ting it,  shall  be  a  sufficient  number  to  form  a  board  for  the 
transaction  of  business,  and  every  decision  of  a  majority  of  the 
persons  assembled  as  a  board  shall  be  valid  as  a  corporate  act. 

16.  Dissolution.*  Directors  to  be  trustees. — 2513.  Upon 
the  dissolution  of  any  corporation  already  created,  or  which 
may  hereafter  be  created  by  the  laws  of  this  State,  the  presi- 
dent and  directors  or  managers  of  the  affairs  of  said  corpora- 
tion at  the  time  of  its  dissolution,  by  whatever  name  they  may 
be  known  in  law,  shall  be  trustees  of  such  corporation,  with 
full  powers  to  settle  the  affairs,  collect  the  outstanding  debts 
and  divide  the  moneys  and  other  property  among  the  stock- 
holders, after  paying  the  debts  due  and  owing  by  such  corpora- 
tion at  the  time  of  its  dissolution,  as  far  as  such  money  and 
property  will  enable  them ;  to  sue  for  and  recover  such  debts 
and  property  by  the  name  of  the  trustees  of  such  corporation, 
describing  it  by  its  corporate  name,  and  may  be  sued  by  the 
same;  and  such  trustees  shall  be  jointly  and  severally  respon- 
sible to  the  creditors  and  stockholders  of  such  corporation  to 
the  extent  of  its  property  and  effects  that  shall  have  come  into 
their  hands. 

17.  Lands,  how  conveyed. — 2514.  It  shall  be  lawful  for 
any  corporation  to  convey  lands  by  deed,  sealed  with  the  com- 
mon seal  of  said  corporation,  and  signed  by  the  president,  vice- 
president  or  the  presiding  officer  or  trustee  of  said  corpora- 
tion ;  and  such  deed,  when  acknowledged  by  such  officer  to  be 
the  act  of  the  corporation,  or  proved  in  the  usual  form  pre- 
scribed for  other  conveyances  of  lands,  shall  be  recorded  in  the 
recorder's  office  of  the  county  where  the  land  lies,  in  like  man- 
ner with  other  deeds. 

18.  Corporations  may  sue  members,  when  and  how. 

— 2516.     All  bodies  corporate,  by  any  suit  at  law  in  any  court 

*  See  No.  34,  Section  2835,  p.  249. 


Missouri.  245 

in  this  State,  may  sue  for,  recover  and  receive  from  their  re- 
spective members  all  arrears  or  other  debts,  dues  and  other  de- 
mands which  now  are  or  hereafter  may  be  owing  to  them,  in 
like  mode,  manner  and  form  as  they  might  sue  for,  recover  and 
receive  the  same  from  any  person  who  might  not  be  one  of  their 
body,  any  law,  usage  or  custom  to  the  contrary  thereof  notwith- 
standing. 

19.  Suits,  where  commenced. — 2529.  Suits  against  cor- 
porations shall  be  commenced  either  in  the  county  where  the 
cause  of  action  accrued,  or  in  any  county  where  such  corpora- 
tions shall  have  or  usually  keep  an  office  or  agent  for  the  trans- 
action of  their  usual  and  customary  business. 

20.  Notices,  etc.,  how  served. — 2530.  All  notices,  or- 
ders and  rules  required  to  be  served  in  the  progress  of  any 
cause  shall  be  served  in  like  manner  as  in  other  civil  cases. 

21.  Records  of  corporation  evidence,  when. — 2532. 
The  records  of  any  company  incorporated  under  the  provis- 
ions of  this  chapter,  or  copies  thereof,  duly  authenticated  by 
the  signature  of  the  president  and  secretary  of  such  company, 
under  the  corporate  seal  thereof,  shall  be  competent  evidence 
in  any  suit  to  which  such  company  may  be  a  party. 

22.  Name  of  old  may  be  taken  by  new  corporation. 

— 2 5 38/''.  Whenever  the  charter  of  any  corporation  in  this 
State  is  about  to  expire  by  limitation  of  time,  and  the  stock- 
holders of  such  corporation,  or  a  majority  in  interest  thereof, 
desire  to  incorporate  under  the  general  corporation  laws  of  this 
State  for  the  purpose  of  continuing  the  business  of  such  expir- 
ing corporation,  it  shall  be  lawful  for  the  new  corporation  to 
adopt  the  corporate  name  of  such  old  corporation;  Provided, 
That  nothing  herein  contained  shall  be  construed  to  confer  upon 
the  new  corporation  any  property,  rights,  privileges  or  fran- 
chises enjoyed  or  owned  by  the  old  corporation,  save  and  except 
the  use  of  the  old  name. 

23.  This  article  not  to  extend  to  what. — 2541.  Noth- 
ing contained  in  this  article  shall  be  construed  to  extend  to  any 
county  or  township,  or  to  any  public  university,  academy,  semi- 
nary or  school  incorporated  by  the  laws  of  this  State. 


246  Religious  Corporations. 

Chap.    XLII.      Art.   X.    Benevolent,    Religious,   ....   and 
Miscellaneous  Associations. 

24.  How  incorporated. — 2  821.  Any  number  of  persons, 
not  less  than  three,  who  shall  have  associated  themselves  by 
articles  of  agreement  in  writing,  as  a  society,  company,  asso- 
ciation or  organization  formed  for  benevolent,  religious,  scien- 
tific or  educational  purposes,  may  be  consolidated  and  united 
into  a  corporation.  Such  articles  of  agreement  may  be  organic 
regulations,  or  a  constitution,  or  other  form  of  association,  and 
any  corporate  name,  not  already  assumed  by  another  corpora- 
tion, may  be  chosen  as  the  title  of  the  corporation;  Provided 
ahvays.  That  the  scope  and  purpose  of  the  association  be  clearly 
and  fully  set  forth. 

25.  Articles  to  be  submitted  to  circuit  court.  Cer- 
tificate to  be  the  charter. — 2822.  The  persons  holding  the  offi- 
ces respectively  of  president,  secretary  and  treasurer  of  the  asso- 
ciation or  other  chief  officers,  by  whatever  name  they  ma}^  be 
known,  shall  submit  to  the  circuit  court  having  jurisdiction  in  the 
city  or  county  where  such  association  is  located,  the  articles  of 
agreement,  with  a  petition  praying  for  z-pro  forma  decree  there- 
on. If  the  court  shall  be  of  opinion  that  such  articles  of  agree- 
ment and  the  purposes  of  association  come  properly  within  the 
purview  of  this  article,  and  are  not  inconsistent  with  the  constitu- 
tion or  laws  of  the  United  States,  or  of  this  State,  the  court  shall 
enter  of  record  an  order  to  that  effect,  a  certified  copy  of  which 
order  shall,  by  the  clerk  be  indorsed  upon  or  attached  to  said 
articles.  But  no  such  order  shall  be  made  until  such  petition 
shall  have  remained  on  file  in  the  clerk's  office  of  said  court  for 
at  least  three  days  after  said  petition  shall  have  been  presented 
to  the  court;  and  whenever  the  judge  to  whom  such  petition 
shall  have  been  presented  shall  entertain  any  doubt  as  to  the 
lawfulness  or  public  usefulness  of  the  proposed  corporation,  it 
shall  be  his  duty  to  appoint  some  competent  attorney,  as  a 
friend  of  the  court,  whose  duty  it  shall  be  to  examine  said  peti- 
tion and  show  cause,  if  any  there  be,  on  some  day  to  be  fixed 
by  the  court,  why  the  prayer  of  said  petition  should  not  be 
granted,  and  said  attorney  shall  not  be  confined  in  his  examina- 
tion to  said  petition  and  articles  of  association,  but  may  intro- 
duce such  testimony  as  may  be  available  and  proper  in  order  to 
fully  disclose  the  true  purposes  of  the  association ;  and,  upon  the 
hearing  thereof,  the  court  shall  make  such  further  order,  grant- 
ing or  dismissino^  said  petition,   as  to  it  may  seem  best,  and 


*  Missouri.  247 

upon  the  granting  of  such  petition,  the  petitioners  shall  cause 
the  articles  of  agreement,  with  the  certificate  aforesaid,  to  be 
recorded  in  the  office  of  the  recorder  of  deeds  of  the  county  in 
which  the  association  is  located,  and  then  filed  in  the  office  of 
the  secretary  of  State.  The  secretary  of  State  shall  issue  to 
the  petitioners  a  certified  copy  of  such  articles  of  agreement, 
with  the  several  certificates  thereon  as  filed  in  his  office,  which 
certified  copy  shall  be  the  charter  of  incorporation ;  and  there- 
upon the  petitioners,  their  associates  and  successors  shall  be 
created  a  body  corporate  and  politic,  by  the  corporate  name 
designated  in  such  charter,  and  such  charter  together  with  this 
act,  shall  be  received  in  courts  and  places  as  legal  evidence  of 
the  incorporation  of  such  association. 

26.  What  associations  may  incorporate. — 2825.  Any 
association  formed  for  benevolent  purposes,  ....  any  asso- 
ciation, congregation,  society  or  church  organization  formed  for 
religious  purposes,  and  any  association  formed  to  provide  or 
maintain  a  cemetery;  ....  and  in  general,  any  association, 
society,  company  or  organization  which  tends  to  the  public  ad- 
vantage in  relation  to  any  or  several  of  the  objects  above  enu- 
merated, and  whatever  is  incident  to  such  objects,  may  be  cre- 
ated a  body  corporate  and  politic  by  complying  with  sections 
2821  and  2822.* 

27.  Charters,  how  amended. — 2826.  Any  corporation 
formed  under  this  article  or  any  existing  corporation  formed  for 
benevolent,  religious,  scientific  or  educational  purposes,  may 
amend  its  charter  in  any  matter  germane  to  such  charter,  by 
submitting  the  proposed  amendment  to  the  circuit  court,  and  in 
other  respects  proceeding  as  required  in  section  2822, f  for  the 
original  articles  of  agreement.  And  upon  the  issuing  of  a  cer- 
tified copy  of  such  amendment  by  the  secretary  of  State,  such 
amendment  shall  become  and  be  part  of  the  charter  of  such 
corporation  with  like  effect  and  validity  as  though  originally 
incorporated  in  such  charter.  Any  such  corporation  may,  with- 
out losing  its  personal  identity,  change  its  corporate  name,  as 
an  amendment  to  its  charter. 

28.  Dues  collectible.  Individual  liability.  —  2827. 
The  dues  of  members  of  corporations  created  under  this  article, 
as  determined  by  their  charters  or  by-laws,  and  any  donations 
or  subscriptions  to  which  they  may  voluntarily  obligate  them- 

*See  Nos.  24  and  25,  p.  246.  t  See  No.  15,  p.  244. 


248  Religious  Corporations. 

selves,  may  be  collected  as  any  other  debt,  but  over  and  above 
such  dues  and  such  subscriptions  in  no  case  shall  any  member 
be  individually  liable. 

29.  May  be  formed  to  execute  trusts. — 2828.  Corpo- 
rations may  be  formed,  under  the  provisions  of  this  article,  to 
execute  any  trust  the  purpose  whereof  is  within  the  purview  of 
this  article,  and  may  receive  and  take,  by  deed  or  devise,  in 
their  corporate  capacity,  any  property,  real  and  personal,  for  the, 
uses  and  purposes  of  such  trust,  and  execute  the  trust  so  created. 

30.  What  associations  not  to  incorporate.  Excep- 
tion for  building  purposes. — 2829.  No  association,  society 
or  company,  formed  for  manufacturing,  agricultural  or  business 
purposes  of  any  kind,  or  for  pecuniary  profit  in  any  form,  nor 
any  corporation  having  a  capital  stock  divided  into  shares,  shall 
be  incorporated  under  this  article:  Provided,  That  any  com- 
pany formed  to  erect  a  building  for  the  exclusive  use  of  a  so- 
ciety within  the  purview  of  this  article,  without  pecuniary  con- 
sideration from  such  society,  may  become  a  body  corporate  un- 
der this  article  notwithstanding  it  has  a  capital  stock  in  shares, 
and  may  receive  subscriptions  to  such  stock,  to  be  paid  in  real 
estate,  in  money,  property  or  services  rendered  to  such  com- 
pany. 

31.  Records  to  be  kept. — 2830.  Every  corporation 
formed  under  this  article  shall  keep  a  fair  record  of  all  its 
proceedings,  which  record  shall  be  open,  at  all  reasonable  hours, 
to  the  inspection  of  all  its  members. 

32.  By-laws.    New  members.    Removal  of  officers. 

— 2831.  Every  corporation  created  under  this  article  shall  make 
by-laws  for  its  government  and  support  and  the  management  of 
its  property,  and  therein  provide,  unless  such  provision  is 
already  made  in  its  charter,  for  the  admission  of  new  members 
and  how  they  shall  be  admitted  and  prescribe  their  qualifica- 
tions. Provision  may  also  be  made,  in  such  by-laws  for  the 
removal  of  officers  for  cause,  and  for  the  expulsion  of  members 
guilty  of  any  offense  which  affects  the  interests  or  good  gov- 
ernment of  the  corporation,  or  is  indictable  by  the  laws  of  the 
land;  Provided,  always,  That  such  by-laws  shall  be  comform- 
able  to  the  charter  of  such  corporation,  and  shall  not  impair  or 
limit  any  provision  thereof,  or  enlarge  its  scope,  and  shall  not 
be  contrary  to  the  provisions  of  the  constitution  or  laws  of 
this  State. 


Missouri.  249 

33.  May  acquire  property,  how.  Application  of 
income. — 28;^^.  It  shall  be  lawful  for  any  corporation  which 
may  be  organized  under  this  article,  or  any  existing-  corpora- 
tion the  purposes  whereof  are  included  in  those  mentioned  in 
section  2825*  hereof,  to  acquire,  by  subscription,  purchase, 
devise  or  gift,  shares  of  stock  in  any  stock  company  which 
shall  hereafter  be  incorporated  under  and  pursuant  to  the  laws 
of  this  State,  for  the  sole  purpose  of  erecting  or  purchasing  a 
hall  or  building  for  the  use  and  benefit  of  any  one  or  more  of 
such  corporations,  as  mentioned  in  section  2825,  and  to  hold 
such  stock  as  personal  property,  and  to  enjoy  the  rights  and 
privileges  appertaining  to  such  ownership;  Provided,  That  the 
stock  corporation  erecting  or  purchasing  such  hall  or  building 
for  the  purpose  aforesaid  shall  not  permit  the  same  to  be  occu- 
pied or  used  by  any  person  or  corporation  for  any  purpose  not 
included  among  those  specified  in  section  2825,  except  so  much 
of  said  building  as  inay  be  necessarily  rented  for  business  pur- 
poses, in  order  to  secure  a  sufficient  revenue  to  provide  for  the 
expenses  of  the  care  and  maintenance  of  said  property,  and  for 
annual  dividends  not  to  exceed  five  per  cent,  upon  the  capital 
stock  thereof,  and  every  such  stock  corporation  as  hereinbefore 
mentioned  shall,  in  the  articles  of  association  thereof,  expressly 
declare  its  sole  purposes  to  be  such  as  above  provided  for ;  and 
Provided  flirt Jicr,  That  any  corporation,  the  purposes  whereof 
are  included  in  section  2825  thereof,  may  acquire  and  hold  in 
its  own  name  such  real  estate  and  buildings  as  may  be  neces- 
sary for  assembly,  library,  laboratory  and  other  rooms 
requisite  for  its  purposes,  and  may  receive  income  from  such 
other  rooms  as  may  be  requisite  to  the  completeness  of  such 
buildings;  but  such  income  shall  be  applied  to  the  purpose  of 
such  corporation  as  defined  in  section  2825. 

34.  Quo   warranto    proceedings.     Receiver.— 2835. 

The  circuit  court  of  the  city  or  county  in  which  any  corpora- 
tion organized  under  this  article  shall  be  located  shall,  upon 
proceedings  by  information  in  the  nature  of  a  quo  zuarranto, 
instituted  against  such  corporation  or  the  officers  thereof,  by 
the  attorney-general  or  circuit  attorney,  at  the  relation  of  any 
person  desiring  to  prosecute  the  same,  inquire  into  any  alleged 
unlawful  acts  of  or  misuser  or  non-user  of  its  franchise  by  such 
corporation,  in  like  manner  as  is  or  may  be  provided  by  law  for 
proceedings  in  case  of  the  alleged  usurpation  of  or   intrusion 

*See  No.  26,  p.  247. 


250  Religious  Corporations. 

into  any  public  office  by  any  person.  If,  in  any  such  pro- 
ceedings, judgment  of  forfeiture  or  dissolution  be  rendered 
against  such  corporation,  it  shall  be  lawful  for  the  court  to  pro- 
vide by  such  judgment  for  the  vesting  of  the  property  of  such 
corporation,  upon  such  dissolution  or  forfeiture,  in  a  receiver 
or  receivers,  to  be  appointed  by  the  court,  and  in  his  or  their 
successors  in  office.  Such  receiver  or  receivers,  upon  giving 
sufficient  security,  to  be  approved  by  the  court,  for  the  faithful 
performance  of  his  or  their  duties,  shall  succeed  to  the  title  of 
such  corporation  in  and  to  all  its  property  and  estate,  and  shall 
hold  the  same  in  trust  for  the  creditors  thereof,  and  other  per- 
sons who  may  be  entitled  thereto,  and  shall  receive,  collect, 
sue  for,  recover,  hold,  manage  and  dispose  of  the  same  under 
and  pursuant  to  the  orders  of  such  court,  to  be  made  from  time 
to  time  in  that  behalf,  according  to  right  and  justice.  Any  sur- 
plus remaining  after  paying  the  debts  of  such  corporation  shall, 
except  as  hereinafter  provided,  be  distributed  among  the  per- 
sons who  were  members  of  such  corporation  at  the  time  of  such 
dissolution  or  forfeiture,  or  their  legal  representatives  respect- 
ively, in  equal  shares,  unless  for  good  cause  shown  the  court 
shall  otherwise  order;  Provided,  That  if  upon  the  dissolution 
or  forfeiture  of  the  franchises  of  any  corporation  formed  under 
this  article,  it  shall  appear  that  any  property  vested  in  said  cor- 
poration was  held  by  it  upon  trust  for  any  charitable  purpose, 
or  subject  to  the  provisions  of  section  2832,*  such  property  or 
surplus  shall  not  be  distributed  as  above  provided,  but  shall,  by 
decree  of  such  court,  to  be  made  without  delay,  after  the  debts 
of  such  corporation,  if  any,  shall  have  been  fully  paid  out  of 
said  property,  be  vested  in  one  or  more  trustees  for  the  chari- 
table purpose  for  which  such  corporation  held  the  same,  or,  in 
the  case  of  corporations  which  have  complied  with  the  provi- 
sions of  section  2832,  shall  be  disposed  of  in  the  manner  in 
said  section  provided  for  upon  the  dissolution  of  any  such  cor- 
poration. And  it  shall  be  the  duty  of  the  attorney-general,  or 
circuit  or  prosecuting  attorney  of  the  proper  circuit  or  county, 
whenever  any  credible  person  shall,  in  writing,  make  complaint 
to  him  upon  affidavit  of  information  and  belief,  that  any  corpo- 
ration formed  under  this  article  has,  in  any  material  matter, 

*  (Note.)  Section  2S32  may  be  embodied  in  the  charter  of  a  corporation  desirous  of 
acting  as  quasi  trustee  for  the  public.  It  applies  only  and  "  is  expressly  limited  to  such 
association  as  may  be  formed  for  the  purpose  of  promoting  historical  studies  or  natural 
science,  of  establishing  a  museum,  library  or  an  art  gallery,  such  educational  and  scien- 
tific purposes  being  chiefly  for  the  advantage  of  the  public  where  such  corporation  is 
located." 


Missouri.  251 

willfully  misused,  or,  for  two  j-ears  last  past,  has  neglected  to 
use  its  franchises,  or  has  otherwise  become  liable  to  forfeit  its 
charter,  to  inquire  diligently  into  the  grounds  of  such  complaint, 
and  upon  reasonable  cause  shown  therefor,  to  institute  proceed- 
ings by  information  in  the  nature  of  a  quo  ivarranto,  looking  to 
a  dissolution  of  such  corporation  and  a  forfeiture  of  its  corpo- 
rate rights. 

35.  Existence  of  corporation  may  be  established 
when  record  is  lost. — Any  body  or  department  of  any  ben- 
evolent, religious  or  scientific  corporation,  created  under  any 
general  or  special  statute  law,  which  body  or  department  has 
for  more  than  twenty  consecutive  years  regularly  kept  its 
organization  and  performed  all  its  functions  as  such  department 
of  such  corporation,  may  file  its  petition  in  the  circuit  court  of 
the  city  or  county  in  which  the  same  is  or  has  been  acting,  set- 
ting forth  the  facts  concerning  the  original  organization,  as 
well  as  the  continued  existence  as  such  corporation,  and  also 
the  operation  of  such  department  of  it.  The  court  may,  on 
the  hearing,  receive  and  consider  evidence  of  the  continued 
and  active  organization  and  operation  of  such  department  as 
tending  to  show  the  organization  and  continued  existence  of 
the  corporation  itself;  it  may  take  proof  as  to  the  loss  of  the 
records  proving  such  organization  and  continued  existence  of 
the  corporation  and  all  matters  concerning  the  same.  The 
court  shall  hear  and  determine  the  case  in  a  summary  manner. 
It  shall  have  jurisdiction  by  its  decree  to  establish  the  fact  of 
such  organization  and  continued  existence  of  such  corporation. 
The  court  may  also,  in  its  discretion,  vest  in  such  department 
and  under  any  suitable  name,  all  the  rights  and  privileges 
granted  to  such  corporation.  But  such  decree  shall  not  affect 
any  adverse  rights  under  any  circumstances;  but  subject  to  this 
proviso,  it  shall  be  conclusive  evidence  of  the  fact  therein 
stated,  and  as  such  shall  be  received  in  all  courts  and  places. 
All  costs  of  such  proceedings  shall  be  paid  by  the  petitioners.* 
[Laws  of  1885,  p.  99.] 

♦The  Missouri  State  Department  holds  that  this  section  is  repealed. 


MONTANA. 


CONSTITUTION.*    Article  XV. 
[In  effect  Nov.   8,    1889.] 

1.  General   laws  to  be  enacted.     Repeal. — 2.      No 

charter  of  incorporation  shall  be  granted,  extended,  changed 
or  amended  by  special  law,  except  for  such  municipal,  charita- 
ble, educational,  penal  or  reformatory  corporations  as  are,  or 
may  be  under  the  control  of  the  State;  but  the  Legislative 
Assembly  shall  provide  by  general  law  for  the  organization  of 
corporations  hereafter  to  be  created ;  Provided,  That  any  such 
laws  shall  be  subject  to  future  repeal  or  alteration  by  the 
Legislative  Assembly. 

2.  Charters  repealable. — 3.  The  Legislative  Assembly 
shall  have  the  power  to  alter,  revoke  or  annul  any  charter  of 
incorporation  existing  at  the  time  of  the  adoption  of  this  Con- 
stitution, or  which  may  be  hereafter  incorporated,  whenever  in 
its  opinion  it  may  be  injurious  to  the  citizens  of  the  State. 


CODES  AND  STATUTES,  1895. 

Code  of  Civil   Procedure. 

Part  III.      Title  VI.      Voluntary   Dissolution   of  Corpo- 
rations. 

3.  Dissolution,  how  efifected. — 2190.  A  corporation 
may  be  dissolved  by  the  district  court  of  the  county  where  its 
principal  place  of  business  is  situated,  upon  its  voluntary  appli- 
cation for  that  purpose. 

4.  Application,  contents  of. — 2 191.  The  application 
must  be  in  writing,  and  must  set  forth : 

I.   That  at  a  meeting  of  the  stockholders  or  members  called 

*  Article  XX,  Section  i,  of  the  Ccnstitittion  provides  that  all  laws  of  the  Territory  of 
Montana  shall  remain  in  full  force  until  altered  or  repealed  by  the  State  Legislature. 
Also  that  the  word  "  State  "  shall  be  substituted  for  "  Territory  "  whenever  necessary. 

(252) 


Montana. 


253 


for  that  purpose,  the  dissolution  of  the  corporation  was  resolved 
upon  by  a  two-thirds  vote  of  all  the  stockholders  or  members. 

2.  That  all  claims  and  demands  against  the  corporation 
have  been  satisfied  and  discharged. 

5.  Application  to  be  signed  and  verified. — 2192.  The 
application  must  be  signed  by  a  majority  of  the  board  of  trus- 
tees, directors  or  other  officers  having  the  management  of  the 
affairs  of  the  corporation,  and  must  be  verified  in  the  same 
manner  as  a  complaint  in  a  civil  action. 

6.  Application  to  be  filed  and  notice  to  be  published. 
— 2193.  If  the  court  is  satisfied  that  the  application  is  in  con- 
formity with  this  title,  the  judge  thereof  must  order  it  to  be 
filed  with  the  clerk,  and  that  the  clerk  give  not  less  than  thirty 
nor  more  than  fifty  days'  notice  of  the  application,  by  publica- 
tion in  some  newspaper  published  in  the  county;  and  if  there 
are  none  such,  then  by  advertisement  posted  up  in  three  of  the 
principal  public  places  in  the  county. 

7.  Objections,  filing  of. — 2194.  At  any  time  before  the 
expiration  of  the  time  of  publication,  any  person  may  file  his 
objections  to  the  application. 

8.  Application,  hearing  of. — 2195.  After  the  time  of 
publication  has  expired,  the  court  or  judge  may,  upon  five 
days'  notice  to  the  persons  who  have  filed  objections,  or  with- 
out further  notice,  if  no  objections  have  been  filed,  proceed  to 
hear  and  determine  the  application,  and  if  all  the  statements 
made  therein  are  shown  to  be  true,  must  declare  the  corpora- 
tion dissolved. 

9.  Judgment  roll.  Appeals.— 2196.  The  application, 
notices,  proof  of  publication,  objections  [if  there  be  any],  and 
declaration  of  dissolution,  constitute  the  judgment  roll;  and 
from  the  judgment  an  appeal  may  be  taken,  as  from  other 
judgments  of  the  district  court. 


CIVIL  CODE. 

Div.  I.      Part  IV.     Title   i. 

Chap.   I.     Formation  of  Corporations.     Art.   I.     Corpora- 
tions Defined  and  How  Organized. 
10.  How  incorporated. — 392.     Private  corporations  may 
be  formed  by  the  voluntary  association  of  any  three   or  more 
persons  in  the  manner  prescribed  in  this  article. 


254  Religious  Corporations. 

11.  Purposes. — 393.  The  purposes  for  which  the  private 
corporations  mentioned  in  the  last  section  are : 

1.  The  support  of  public  worship. 

2.  The  support  of  any  religious,  benevolent,  charitable, 
educational  or  missionary  undertaking 

12.  Legislature,  power  of,  over  charters. — 394.  Every 
grant  of  corporate  power  is  subject  to  alteration,  suspension  or 
repeal,  in  the  discretion  of  the  Legislative  Assembly. 

13.  Name.  Mistake  in  name  not  to  invalidate  instru- 
ments.— 396.  Every  corporation  must  have  a  corporate 
name,  which  it  has  no  power  to  change  unless  expressly  author- 
ized by  law;  but  the  name  is  to  be  deemed  so  far  matter  of 
description,  that  a  mistake  in  the  name  in  any  instrument  may 
be  disregarded,  if  a  sufficient  description  remains  by  which  to 
ascertain  the  corporation  intended. 

14.  Extension  of  corporate  life. — 400.  Any  corpora- 
tion formed  under  the  laws  of  the  territory  or  state  of  Montana, 
except  those  dissolved  by  the  provisions  of  §  393,*  and  still  ex- 
isting, may  at  any  time  within  the  period  limited  for  its  dura- 
tion elect  to  continue  its  existence  under  the  provisions  of  this 
code  applicable  thereto.  Such  election  may  be  made  at  any 
annual  meeting  of  the  stockholders,  or  members,  or  at  any 
meeting  called  by  the  directors  expressly  for  considering 
the  subject,  if  voted  by  stockholders  representing  a  ma- 
jority of  the  capital  stock,  or  by  a  majority  of  the  members, 
or  may  be  made  by  the  directors  upon  the  written  consent  of 
that  number  of  such  stockholders  or  members.  A  certificate 
of  the  action  of  the  directors  signed  by  them  and  their  secre- 
tary, when  the  election  is  made  by  their  unanimous  vote,  or 
upon  the  written  consent  of  the  stockholders  or  members,  or  a 
certificate  of  the  proceedings  of  the  stockholders,  or  members 
when  such  election  is  made  at  any  such  meeting,  signed  by  the 
chairman  and  secretary  of  the  meeting,  and  a  majority  of  the 
directors,  must  be  filed  in  the  office  of  the  clerk  of  the  count}- 
where  the  original  articles  of  incorporation  are  filed,  and  a  cer- 
tified copy  thereof  must  be  filed  in  the  office  of  the  secretary  of 
state;  and  thereafter  the  corporation  shall  continue  its  exist- 
ence under  the  provisions  of  this  code  which  are  applicable 
thereto,  and  shall  possess  all  the  rights  and  powers,  and  be 
subject  to  all  the  obligations,  restrictions,  and  limitations  pre- 
scribed thereby. 

*  Does  not  include  religious  corporations. 


Montana.  255 

15.  Prior  corporations  not  affected.  Previous  laws 
repealed. — 401.  No  corporation  formed  or  existing  before 
twelve  o'clock  noon  upon  the  day  which  this  code  takes  effect, 
is  affected  by  the  provisions  of  part  IV,  of  division  first,  of 
this  code,  unless  such  corporation  elects  to  continue  its  exist- 
ence under  it  as  provided  in  §  400  ;*  but  the  laws  under  which 
such  corporations  are  formed  and  exist  are  applicable  to  all 
such  corporations,  and  are  repealed,  subject  to  the  provisions 
of  this  section. 

16.  Articles  of  incorporation,  definition. — 402.  The 
instrument  by  which  a  private  corporation  is  formed  is  called 
"  Articles  of  Incorporation." 

17.  Articles,  contents  of.— 403-  Articles  of  incorpora- 
tion must  be  prepared,  setting  forth : 

1.  The  name  of  the  corporation. 

2.  The  purpose  for  which  it  is  formed. 

3.  The  place  where  its  principal  business  is  to  be  trans- 
acted. 

4.  The  term  for  which  it  is  to  exist,  not  exceeding  twenty 
years. 

5.  The  number  of  its  directors  or  trustees,  which  shall  not 
be  less  than  three  nor  more  than  thirteen,  and  the  names  and 
residences  of  those  who  are  appointed  for  the  first  three  months 
and  until  their  successors  are  elected  and  qualified 

18.  Articles,  additional  facts. — 404-  The  articles  of  in- 
corporation in  the  following  cases  must  also  state :  .   .   .   . 

4.  In  case  of  religious,  benevolent  and  other  like  incorpo- 
rations, the  articles  of  incorporation  shall  state  as  provided  in 
§  862f  of  this  code 

19.  Articles,  to  be  subscribed  and  acknowledged. — 

405.  The  articles  of  incorporation  must  be  subscribed  by  three 
or  more  persons,  and  acknowledged  by  each  before  some  officer 
authorized  to  take  and  certify  acknowledgments  of  convey- 
ances of  real  property. 

20.  Articles  to  be  filed  and  recorded.  Certificate  of 
incorporation. — 406.  Upon  filing  and  recording  the  articles 
of  incorporation  in  the  office  of  the  county  clerk  of  the  county 
in  which  the  principal  business  of  the  company  is  to  be  trans- 
acted, and  a  copy  thereof,  certified  by  the  county  clerk,  with 

*See  No.  14,  p.  254.  tSee  No.  50,  p.  264. 

21 


256  Religious  Corporations. 

the  secretary  of  state,  the  secretary  must  issue  to  the  corpora- 
tion, over  the  great  seal  of  the  State,  a  certificate  that  a  copy 
of  the  articles,  containing  the  required  statement  of  facts  has 
been  filed  in  his  office ;  and  thereupon  the  persons  signing  the 
articles,  and  their  associates  and  successors,  shall  be  a  body 
politic  and  corporate,  by  the  name  stated  in  the  certificate,  and 
for  the  term  of  twenty  years,  unless  it  is  in  the  articles  of  in- 
corporation otherwise  stated,  or  in  this  code  otherwise  specially 
provided;  and  in  no  case  must  such  term  exceed  twenty  years. 

21.  Articles,  copy  of,  to  be  evidence. — 407-  A  copy  of 
any  articles  of  incorporation  filed  in  pursuance  of  this  chapter, 
and  certified  by  the  secretary  of  state,  must  be  received  in  all 
courts  and  other  places  as  prima  facie  evidence  of  the  facts 
therein  stated. 

22.  Articles  to  be  filed  with  county  clerk.— 409.     No 

corporation  hereafter  formed  shall  purchase,  locate,  or  hold 
property  in  any  county  in  this  State,  without  filing  a  copy  of 
the  copy  of  its  articles  of  incorporation  filed  in  the  office  of  the 
secretary  of  state,  duly  certified  by  such  secretary  of  state,  in 
the  office  of  the  county  clerk  of  the  county  in  which  such  prop- 
erty is  situated,  within  sixty  days  after  such  purchase  or  loca- 
tion is  made.  Every  corporation  now  in  existence,  whether 
formed  under  the  provisions  of  this  code  or  not,  must  within 
ninety  days  after  the  passage  of  this  code,  file  such  certified 
copy  of  the  copy  of  its  articles  of  incorporation  in  the  office  of 
the  county  clerk  of  every  county  in  this  State  in  which  it  holds 
any  property ;  except  the  county  where  the  original  articles  of 
incorporation  are  filed ;  and  if  any  corporation  hereafter  acquire 
any  property  in  a  county  other  than  that  in  which  it  now  holds 
property,  it  must,  within  ninety  days  thereafter,  file  with  the 
clerk  of  such  county  such  certified  copy  of  the  copy  of  its  arti- 
cles of  incorporation.  The  copies  so  filed  with  the  several 
county  clerks  and  certified  copies  thereof  shall  have  the  same 
force  and  effect  in  evidence  as  would  the  originals.  Any  cor- 
poration failing  to  comply  with  the  provisions  of  this  section 
shall  not  maintain  or  defend  any  action  or  proceeding  in  relation 
to  such  property,  its  rents,  issues,  or  profits,  until  such  articles 
of  incorporation  and  such  certified  copy  of  its  articles  of  incor- 
poration shall  be  filed  at  the  places  directed  by  the  general  law 
and  this  section;  Provided,  That  all  corporations  shall  be  liable 
in  damages  for  any  and  all  loss  that  may  arise  by  the  failure  of 
such  corporation  to  perform  any  of  the  foregoing  duties  within 


Montana.  257 

the  Lime  mentioned  in  this  section;  and  provided  furtJicr,  That 
the  said  damages  may  be  recovered  in  an  action  brought  in  any 
court  of  this  State  of  competent  jurisdiction,  by  any  party  or 
parties  suffering  the  same. 

Art.  II.     By-Laws,  Directors,  Elections  and  Meetings. 

23.  By-laws,  how  adopted. — 430-  Every  corporation 
formed  under  this  title  must,  within  one  month  after  filing 
articles  of  incorporation,  adopt  a  code  of  by-laws  for  its  govern- 
ment, not  inconsistent  with  the  constitution  and  laws  of  this 
State.  The  assent  of  the  stockholders  representing  a  majority 
of  all  the  subscribed  capital  stock,  or  a  majority  of  the  mem- 
bers, if  there  be  no  capital  stock,  is  necessary  to  adopt  by-laws 
if  they  are  adopted  at  a  meeting  called  for  that  purpose;  and 
in  the  event  of  such  meeting  being  called,  two  weeks'  notice  of 
the  same  by  advertisement  in  some  newspaper  published  in  the 
county  in  which  the  principal  place  of  business  of  the  corpora- 
tion is  located,  or  if  none  is  published  therein,  then  in  a  paper 
published  in  an  adjoining  county,  must  be  given  by  order  of 
the  acting  president.  The  written  assent  of  the  holders  of  two- 
thirds  of  the  stock,  or  of  two-thirds  of  the  members,  if  there 
be  no  capital  stock,  shall  be  effectual  to  adopt  a  code  of  by- 
laws v/ithout  a  meeting  for  that  purpose. 

24.  Directors,  election  of. — 431-  The  directors  must  be 
elected  annually  by  the  stockholders  or  members,  and  if  no 
provision  is  made  by  the  by-laws  for  the  time  of  election,  the 
election  must  be  held  on  the  first  Tuesday  in  June.  Notice  of 
such  election  must  be  given,  and  the  right  to  vote  determined 
as  prescribed  in  §  430.* 

25.  By-laws,  contents. — 432.  A'corporation  may,  by  its 
by-laws,  where  no  other  provision  is  specially  made,  provide  for: 

1.  The  time,  place,  and  manner  of  calling  and  conducting 
its  meetings. 

2.  The  number  of  stockholders  or  members  constituting  a 
quorum. 

3.  The  mode  of  voting  by  proxy. 

4.  The  time  of  the  annual  election  of  directors,  and  the 
mode  and  manner  of  giving  notice  thereof. 

5.  The  compensation  and  duties  of  officers. 

6.  The  manner  of  election  and  the  tenure  of  office  of  all 
officers  other  than  the  directors;  and, 

*  See  No.  23,  above. 


258  Religious  Corporations. 

7.   Suitable  penalties  for  violations  of  by-laws,  not  exceed- 
ing in  any  case  one  hundred  dollars  for  any  one  offense. 

26.  Book  of  by-laws.    Amendment  and  repeal. — 433- 

All  by-laws  adopted  must  be  certified  by  a  majority  of  the 
directors  and  secretary  of  the  corporation  and  copied  in  a  legi- 
ble hand,  in  some  book  kept  in  the  office  of  the  corporation,  to 
be  known  as  the  "Book  of  By-Laws,"  and  no  by-laws  shall 
take  effect  until  so  copied,  and  the  book  shall  then  be  open  to 
the  inspection  of  the  public  during  office  hours  of  each  day 
except  holidays.  The  by-laws  may  be  repealed  or  amended, 
or  new  by-laws  may  be  adopted,  at  the  annual  meeting,  or  at 
any  other  meeting  of  the  stockholders  or  members,  called  for 
that  purpose  by  the  directors,  by  a  vote  representing  two-thirds 
of  the  'subscribed  stock  or  by  two-thirds  of  the  members. 
The  written  assent  of  the  holders  of  two-thirds  of  the  stock, 
or  two-thirds  of  the  members,  if  there  be  no  capital  stock, 
shall  be  effectual  to  repeal  or  amend  any  by-law  or  to  adopt 
additional  by-laws.  The  power  to  repeal  or  amend  by-laws, 
and  adopt  new  by-laws,  may,  by  a  similar  vote  at  any  such 
meeting,  or  similar  written  assent  be  delegated  to  the  board 
of  directors.  The  power,  when  delegated,  may  be  revoked 
by  a  similar  vote,  at  any  regular  meeting,  of  the  stock- 
holders or  members.  Whenever  any  amendment  or  new  by- 
law is  adopted,  it  shall  be  copied  in  the  book  of  by-laws, 
with  the  original  by-laws,  and  immediately  after  them,  and 
shall  not  take  effect  until  so  copied.  If  any  by-law  be  repealed, 
the  fact  of  repeal  with  the  date  of  the  meeting  at  which  the 
repeal  was  enacted,  or  written  consent  was  filed,  shall  be  stated 
in  said  book,  and  until  so  stated  the  repeal  shall  not  take 
effect. 

27.  Directors,  board  of,  must  control.  Quorum. 
Vacancies. — 434.  The  corporate  powers,  business  and  prop- 
erty of  all  corporations  formed  under  this  title  must  be  exer- 
cised, conducted  and  controlled  by  a  board  of  not  less  than 
three  nor  more  than  thirteen  directors,  to  be  elected  from 
among  the  holders  of  stock,  or,  where  there  is  no  capital  stock, 

then  from  the  members  of  such  corporations Directors 

of  all  other  corporations  must  be  members  thereof.  Unless  a 
quorum*  is  present  and  acting,  no  business  performed  or  act 
done  is  valid  as  against  the  corporation.  Whenever  a  vacancy 
occurs  in  the  office  of  the  director,  unless  the  by-laws  of  the 

*  See  No.  30,  p.  259. 


Montana.  259 

corporation  otherwise  provide,  such  vacancy  must  be  filled  by 
an  appointee  of  the  board. 

28.  Directors,  when  to  be  first  elected. — 435-  At  the 
meeting'  at  which  the  by-laws  are  adopted  or  at  such  subsequent 
meeting  as  may  be  then  designated,  directors  must  be  elected, 
to  hold  their  offices  for  one  year,  and  until  their  successors  are 
elected  and  qualified. 

29.  Elections,  votes  at. — 436.     All  elections  must  be  by 

ballot In   corporations  having  no  capital  stock  each 

member  of  the  corporation  may  cast  as  many  votes  for  one 
director  as  there  are  directors  to  be  elected,  or  may  distribute 
the  same  among  any  or  all  of  the  candidates.  In  either  case 
the  directors  receiving  the  highest  number  of  votes  shall  be 
declared  elected. 

30.  Directors,  organization  of.  Officers.  Majority- 
governs.- — ^437.  Immediately  after  their  election,  the  directors 
must  organize  by  the  election  of  a  president,  who  must  be  one 
of  their  number,  a  secretary  and  treasurer.  They  must  perform 
the  duties  enjoined  on  them  by  law  and  the  by-laws  of  the 
corporation.  A  majority  of  the  directors  is  a  sufficient  number 
to  form  a  board  for  the  transaction  of  business,  and  every  de- 
cision of  a  majority  of  the  directors  forming  such  board,  made 
when  duly  assembled,  is  valid  as  a  corporate  act. 

31.  Directors,  removal  of. — 439.  No  director  shall  be 
removed  from  office  unless  by  a  vote  of  two-thirds  of  the 
members,  or  of  stockholders  holding  two-thirds  of  the  capital 
stock,  at  a  general  meeting  held  after  previous  notice  of  the 
time  and  place  of  the  intention  to  propose  such  removal. 
Meetings  of  stockholders  for  this  purpose  may  be  called  by  the 
president  or  by  a  majority  of  the  directors,  or  by  members  or 
stockholders,  holding  at  least  one-half  of  the  votes.  Such  calls 
must  be  in  writing,  and  addressed  to  the  secretary,  who  must 
thereupon  give  notice  of  the  time,  place,  and  object  of  the 
meeting,  and  by  whose  order  it  is  called.  If  the  secretary  re- 
fuse to  give  the  notice,  or  if  there  is  none,  the  call  may  be 
addressed  directly  to  the  members  or  stockholders,  and  be 
served  as  a  notice  in  which  case  it  must  specify  the  time  and 
place  of  the  meeting.  The  notice  must  be  given  in  the  manner 
provided  in  §  430*  of  this  title,  unless  other  express  provision 
has  been  made  therefor  in  the  by-laws.  In  case  of  removal 
the  vacancy  may  be  filled  by  election  at  the  same  meeting. 

*See  No.  23,  p.  257. 


26o  Religious  Corporations. 

32.  Meeting,  by  order  justice  of  the  peace. — 440. 
Whenever,  from  any  cause,  there  is  no  person  authorized  to 
call  or  preside  at  the  meeting  of  a  corporation,  any  justice  of 
the  peace  of  the  county  where  such  corporation  is  established 
may,  on  written  application,  of  three  or  more  of  the  stock- 
holders, or  of  the  members  thereof,  issue  a  warrant  to  one  of 
the  stockholders  or  members  directing  him  to  call  a  meeting  of 
the  corporation  by  giving  the  notice  required,  and  the  justice 
may  in  the  same  warrant  direct  such  person  to  preside  at  such 
meeting  until  a  clerk  is  chosen  and  qualified,  if  there  is  no 
other  officer  present  legally  authorized  to  preside  thereat. 

33.  Elections,  postponed. — 443-  If  from  any  cause  an 
election  does  not  take  place  on  the  day  appointed  in  the  by- 
laws, it  may  be  held  on  any  day  thereafter  as  is  provided  for  in 
such  by-laws,  or  to  which  such  election  may  be  adjourned  or 
ordered  by  the  directors.  If  an  election  has  not  been  held  at 
the  appointed  time,  and  no  adjourned  or  other  meeting  for  the 
purpose  has  been  ordered  by  the  directors,  a  meeting  may  be 
called  by  the  stockholders  as  provided  in  §  439*  of  this  article. 

34.  Elections,  complaints  as  to. — 444.  Upon  the  ap- 
plication of  any  person  or  body  corporate  aggrieved  by  any 
election  held  by  any  corporate  body,  the  district  court  of  the 
district  in  which  such  election  was  held,  or  a  judge  thereof, 
must  proceed  forthwith  to  hear  the  allegations  and  proofs  of 
the  parties,  or  otherwise  inquire  into  the  matters  of  complaint, 
and  thereupon  confirm  the  election,  order  a  new  one,  or  direct 
such  other  relief  in  the  premises  as  accords  with  right  and  jus- 
tice. Upon  filing  the  petition,  and  before  any  further  proceed- 
ings are  had  under  this  section,  five  days'  notice  of  the  hearing 
must  be  given,  under  the  direction  of  the  court  or  the  judge 
thereof,  to  the  adverse  party  or  those  to  be  affected  thereby. 

35.  Meetings  by  unanimous  consent  valid. — 446. 
When  all  the  stockholders  or  members  of  a  corporation  are 
present  at  any  meeting,  however  called  or  notified,  and  sign  a 
written  consent  thereto  on  the  record  of  such  meeting,  the  acts 
and  proceedings  of  such  meeting  are  as  valid  as  if  had  at  a 
meeting  legally  called  and  noticed. 

36.  Meetings  by  consent  competent  for  business. — 
447.  The  stockholders  or  members  of  such  corporation,  when 
so  assembled,  may  elect  officers  to  fill  all  vacancies  then  exist- 

*See  No.  31,  p.  259. 


Montana.  261 

ing,  and  may  act  upon  such  other  business  as  might  lawfully  be 
transacted  at  regular  meetings  of  the  corporation. 

37.  Meetings  to  be  held  at  place  of  business. — 448. 
The  meetings  of  the  stockholders  and  board  of  directors  of  a 
corporation  must  be  held  at  its  office  or  principal  place  of 
business. 

38.  Special  meetings,  how  called. — 449.  When  no 
provision  is  made  in  the  by-laws  for  regular  meetings  of  the 
directors  and  the  mode  of  calling  special  meetings,  all  meetings 
must  be  called  by  special  notice  in  writing,  to  be  given  to  each 
director  by  the  secretary,  on  the  order  of  the  president,  or  if 
there  is  none,  on  the  order  of  two  directors. 

Chap.  III.     Corporate  Powers.     Art.   I.     General  Powers. 

39.  Powers. — 520.  Every  corporation,  as  such,  has 
power : 

1.  Of  succession,  by  its  corporate  name,  for  the  period 
limited  in  its  articles  of  incorporation. 

2.  To  sue  and  be  sued,  in  any  court. 

3.  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure. 

4.  To  purchase,  hold,  and  convey  such  real  and  personal 
estate  as  the  purposes  of  the  corporation  may  require. 

5.  To  appoint  such  subordinate  officers  or  agents  as  the 
business  of  the  corporation  may  require,  and  to  allow  them 
suitable  compensation. 

6.  To  make  by-laws,  not  inconsistent  with  any  existing 
law,  for  the  management  of  its  property,  the  regulation  of  its 
affairs  and  for  the  transfer  of  its  stock. 

7.  To  enter  into  any  obligations  or  contracts  essential  to 
the  transaction  of  its  ordinary  affairs,  or  for  the  purposes  of  the 
corporation. 

40.  Powers,  limitation  upon. — 521.  In  addition  to  the 
powers  enumerated  in  the  preceding  section,  and  to  those  else- 
where expressly  given,  no  corporation  shall  possess  or  exercise 
any  corporate  powers,  except  such  as  are  necessary  to  the  exer- 
cise of  the  powers  so  enumerated  and  given. 

41.  Limit  of  time  for  commencing  business. — 523.  If 
a  corporation  does  not  organize  and  commence  the  transaction 
of  its  business  or  the  construction  of  its  works  within  one  year 


262  Religious  Corporations. 

from  the  date  of  its  incorporation,  its  corporate  powers  cease. 
The  due  incorporation  of  any  company,  claiming  in  good  faith 
to  be  a  corporation  under  this  part,  and  doing  business  as  such, 
or  its  right  to  exercise  corporate  powers,  shall  not  be  inquired 
into,  collaterally,  in  any  private  suit  to  which  such  dc  facto  cor- 
poration may  be  a  party;  but  such  inquiry  may  be  had  at  the 
suit  of  the  State  on  information  of  the  attorney  general, 

42.  Real  property,  limit  upon. — 526.  No  corporation 
shall  acquire  or  hold  any  more  real  property  than  may  be  rea- 
sonably necessary  for  the  transaction  of  its  business,  or  the  con- 
struction of  its  works,  except  as  otherwise  specially  provided. 
A  corporation  may  acquire  real  property  as  provided  in  the 
code  of  civil  procedure,  title  VII,  part  III.* 

Art.   III.      Examination  of  Corporations,   etc. 

43.  Legislature,  powers  of.  Repeal  does  not  affect 
liability. — 550.  The  Legislative  Assembly  may  at  any  time 
amend  or  repeal  this  part,  or  any  title,  chapter,  article,  or  sec- 
tion thereof,  and  dissolve  all  corporations  created  thereunder; 
but  such  amendment  or  repeal  does  not,  nor  does  the  dissolu- 
tion of  any  corporation  take  away  or  repair  any  remedy  given 
against  any  such  corporation,  its  stockholders,  or  officers,  for 
any  liability  which  has  been  previously  incurred. 

Chap.    IV.     Title    I.     Extension    and    Dissolution    of 
Corporations. 

44.  Dissolution,  how  effected. — 560.  A  corporation  is 
dissolved : 

1.  By  the  expiration  of  the  time  limited  by  its  charter;  or 

2.  By  a  judgment  of  dissolution,  in  a  manner  provided  by 
the  code  of  civil  procedure,  title  VI,  part  III,f  and  chapter  V 
of  title  X,  part  II. 

3.  By  an  act  of  the  Legislative  Assembly. 

45.  When  dissolved,  directors  to  be  trustees. — 561. 
Unless  other  persons  are  appointed  by  the  court,  the  directors 
of  such  corporation  at  the  time  of  its  dissolution  are  trustees  of 
the  creditors  and  stockholders  or  members  of  the  corporation 
dissolved,  and  have  full  power  to  settle  the  affairs  of  the  cor- 
poration, and  as  such  trustees  are  authorized  to  execute  all 
grants  of  real  estate  owned  by  such  corporation. 

*  Not  printed  in  this  volume.  f  See  p.  252. 


Montana,  263 

46.  Extension  of  corporate  life. — 562.  Every  corpora- 
tion formed  for  a  period  less  than  twenty  years  may  at  any 
time  prior  to  the  expiration  of  the  term  of  its  corporate  exist- 
ence extend  such  term  to  a  period  not  exceeding  twenty  years 
from  its  formation.  And  every  corporation  may  extend  the 
period  of  its  existence  for  an  additional  term  not  exceeding 
twenty  years,  after  the  expiration  of  the  period  for  which  it 
was  formed,  as  follows:  Such  extension  maybe  made  at  any 
meeting  of  the  stockholders  or  members  called  by  the  directors 
expressly  for  considering  the  subject,  if  voted  by  stockholders 
representing  two-thirds  of  the  capital  stock,  or  by  two-thirds  of 
the  members,  or  may  be  made  upon  the  written  assent  of  that 
number  of  stockholders  or  members.  A  certificate  of  the  pro- 
ceedings of  the  meeting  upon  such  vote,  or  upon  such  assent, 
shall  be  signed  by  the  chairman  and  secretary  of  the  meeting 
and  a  majority  of  the  directors;  and  be  filed  in  the  office  of  the 
county  clerk  where  the  original  articles  of  incorporation  were 
filed,  and  a  certified  copy  thereof  in  the  office  of  the  secretary 
of  state,  and  thereupon  the  term  of  incorporation  shall  be  ex- 
tended for  the  specified  period. 

47.  Provisions  applicable  to  all  corporations. — 563. 
The  provisions  of  this  title  are  applicable  to  every  corporation, 
unless  such  corporation  is  excepted  from  its  operation  or  unless 
a  special  provision  is  made  in  relation  thereto  inconsistent  with 
some  provision  in  this  title,  in  which  case  a  special  provision 
prevails. 

Title  VII.     Art.  I.     Religious,  Social  and  Benevolent 
Corporations. 

48.  Who  may  incorporate. — 860.  Associations,  where 
pecuniary  profit  is  not  the  object,  for  the  purpose  of  establish- 
ing and  conducting  churches,  hospitals,  ....  and  all  other 
associations,  societies  and  orders  of  like  character,  may  become 
incorporated  upon  complying  with  the  provisions  of  this  title. 

49.  Resolution  authorizing  trustees  to  incorporate. 

—861.  It  shall  be  lawful  for  any  such  association,  at  any 
regular  meeting  thereof,  or  at  a  special  meeting  for  that  pur- 
pose called,  to  adopt  by  a  vote  of  two-thirds  of  the  members 
thereof,  then  present,  a  resolution  to  the  following  effect: 
''^Resolved,  That  the  trustees  of  this  (church,  lodge,  or  other 
association,  as  the  case  may  be),  to  wit:  (A,  B,  C,  D,  etc.,  giv- 
ing the  names  of  the  duly  elected  trustees),  be  and  are  hereby 


264  Religious  Corporations, 

authorized  to  incorporate  this  (church,  lodge  or  as  the  case  may 
be),  and  for  that  purpose  to  file  with  the  proper  officer  articles 
of  incorporation  as  are  required  by  law.  Such  trustees  must 
conduct  the  affairs  of  the  corporation  so  formed  until  their  suc- 
cessors are  elected  and  qualified. 

50.  Articles  to  be  filed  and  recorded. — 862.  The  trus- 
tees, of  whom  there  must  not  be  less  than  three,  nor  more  than 
thirteen,  named  in  such  resolution,  may  thereupon  inake,  file 
and  record  articles  of  incorporation  as  provided  for  in  this  part, 
and  must  attach  to  such  articles  a  copy  of  the  resolution,  certi- 
fied to  by  the  president  and  secretary  of  such  meeting. 

51.  Articles,  additional  contents. — 863.  Corporations 
organized  for  purposes  other  than  profit  may,  in  their  by-laws, 
ordinances,  constitutions  or  articles  of  incorporation,  in  addi- 
tion to  the  provisions  in  Title  I,*  of  this  part,  provide  for: 

1.  The  qualification  of  members,  mode  of  election,  and 
terms  of  admission  to  membership. 

2.  The  fees  of  admission  and  dues  to  be  paid  into  their 
treasury  by  members. 

3.  The  number  of  members  that  constitute  a  quorum  at 
any  meeting  of  the  corporation,  and  that  election  of  officers  of 
the  corporation  by  a  meeting  so  constituted,  shall  be  as  valid 
as  if  there  had  been  a  majority  of  the  members  present  thereat 
and  voting. 

4.  The  expulsion  and  suspension  of  members  for  miscon- 
duct or  non-payment  of  dues;  also  for  restoration  to  member- 
ship. 

5.  Contracting,  securing,  paying  and  limiting  the  amount 
of  their  indebtedness. 

6.  Other  regulations,  not  repugnant  to  the  constitution  or 
laws  of  the  State  and  consonant  with  the  objects  of  the  corpo- 
ration. 

52.  Synods,  etc.,  how  incorporated. — S64.  The  repre- 
.sentative  body  of  any  religious  society  in  this  State,  as  confer- 
ence, synod,  convocation,  convention  or  the  like,  may  elect  not 
less  than  three  of  its  members  as  trustees,  with  authority  to 
form  a  corporation  for  the  holding  and  administering  of  trust 
funds  for  general  or  special  purposes,  and  for  holding  the 
legal  title  to  real  estate  for  the  use  of  and  in  trust  for  the  said 
society;  and  any  religious  society  may  authorize  the  formation 

*  See  No.  17,  p.  255,  and  No.  25,  p.  257. 


Montana.  265 

of  as  many  corporations  of  this  character  as  may  be  deemed 
necessary  and  proper  for  its  purpose.  Such  persons  must 
thereupon  file  articles  of  incorporation  as  provided  for  in  §  862* 
of  this  title,  in  the  office  of  the  secretary  of  state.  There  must 
be  attached  to  the  articles  of  incorporation,  a  transcript  of  the 
record  of  their  election  of  such  trustees,  certified  by  the  presid- 
ing- and  recording  officer  of  the  body  by  which  they  were 
elected,  and  thereupon  such  persons  and  their  successors  in 
office  shall  become  a  body  politic  and  corporate,  with  like 
powers  as  other  corporations  provided  for  in  this  part. 

53.  Sale  and  mortgage  of  property.— 865.  Corpora- 
tions of  the  character  mentioned  in  this  title  may  mortgage  or 
sell  real  property  held  by  them,  upon  obtaining  an  order  for 
that  purpose  from  the  district  court  held  in  the  county  in  which 
the  property  is  situated.  Before  making  the  order,  proof  must 
be  made  to  the  satisfaction  of  the  court  that  notice  of  the  appli- 
cation for  leave  to  mortgage  or  sell  has  been  given  by  publica- 
tion in  such  manner  and  for  such  time  as  the  court  or  judge  has 
directed,  and  that  it  is  to  the  interest  of  the  corporation  that 
leave  should  be  granted  as  prayed  for.  The  application  must 
be  made  by  petition,  and  any  member  of  the  corporation  may 
oppose  the  granting  of  the  order  by  affidavit  or  otherwise. 

Div.  II.      Part    IV.      Title   VI.      Chap.    I.      Execution  of 

Wills. 

54.  Mortmain  restrictions.— 1758.  'No  estate,  real  or 
personal,  shall  be  bequeathed  or  devised  to  any  charitable  or 
benevolent  society,  or  corporation,  or  to  any  person  or  persons 
in  trust  for  charitable  uses,  except  the  same  be  done  by  will 
duly  executed  at  least  thirty  days  before  the  decease  of  the 
testator;  and  if  so  made,  at  least  thirty  days  prior  to  such 
death,  such  devise  or  legacy,  and  each  of  them,  shall  be  valid; 
Provided^  That  no  such  devises  or  bequests  shall  collectively 
exceed  one-third  of  the  estate  of  the  testator,  leaving  legal 
heirs,  and  in  such  a  case  a  pro  rata  deduction  from  such  devises 
or  bequests  shall  be  made,  so  as  to  reduce  the  aggregate 
thereof  to  one-third  of  such  estate;  and  all  dispositions  of  prop- 
erty made  contrary  hereto  shall  be  void,  and  go  to  the  residuary 
legatee  or  devisee,  next  of  kin,  or  heirs,  according  to  law. 

1759.  No  estate,  real  or  personal,  shall  be  bequeathed  or 
devised  to  any  charitable  or  benevolent  society  or  corporation, 

*  See  No.  50,  p.  264. 


266  Religious  Corporations. 

or  to  any  person  or  persons  in  trust  for  charitable  uses  except 
the  same  be  done  by  letters  duly  executed  at  least  thirty  days 
before  the  decease  of  the  testator,  and  if  so  made  at  least  thirty 
days  prior  to  such  death,  such  devise  or  legacy  and  each  of 
them  shall  be  valid;  Provided^  That  the  prohibition  contained 
in  this  section  shall  not  apply  to  cases  where  not  more  than 
one-third  of  the  estate  of  the  testator  shall  be  bequeathed  or 
devised  for  charitable  or  benevolent  purposes.  [§  1759.  Act 
approved  March  7,  1893.] 


NEBRASKA. 


CONSTITUTION. 

[In  effect  Nov.  i,  1875.] 

Bill  of  Rights. 

1.  Church  support  not  obhgatory.    Protective  laws 

to  be  passed. — 4 No  person  shall   be  compelled  to 

attend,  erect,  or  support  any  place  of  worship  against  his  con- 
sent, and  no  preference  shall  be  given  by  law  to  any  religious 
society,  nor  shall  any  interference  with  the  rights  of  conscience 
be  permitted Religion,  morality  and  knowledge,  how- 
ever, being  essential  to  good  government,  it  shall  be  the  duty 
of  the  Legislature  to  pass  suitable  laws  to  protect  every  religious 
denomination  in  the  peaceable  enjoyment  of  its  own  mode  of 
public  worship 

Article  XIII. 

2.  General  laws  to  be  enacted. — i.  No  corporation 
shall  be  created  by  special  law,  nor  its  charter  extended, 
changed,  or  amended,  except  those  for  charitable,  educational, 
penal  or  reformatory  purposes,  which  are  to  be  and  remain  under 
the  patronage  and  control  of  the  State,  but  the  Legislature  shall 
provide  by  general  laws  for  the  organization  of  all  corporations 
hereafter  to  be  created.  All  general  laws  passed  pursuant  to 
this  section  may  be  altered  from  time  to  time,  or  repealed. 


COMPILED  STATUTES,  1895. 

Chap.  XVI.     Corporations. 

[Trustees  of  Religious  Endowments.] 

3.  How  incorporated. — 26.  Whenever  three  or  more 
persons  shall  desire  to  create  a  board  of  trustees,  to  become 
incorporated  as  the  trustees  of  an  endowment  ftmd  for  any 
educational,  religious  or  charitable  purpose,  they  shall  do  so 
in   the  following  manner,  to  wit:  Whenever,   at   any  meeting 

(267) 


268  Religious  Corporations. 

called  for  the  purpose,  the  said  persons,  at  least  three  of  whom 
shall  be  residents  of  this  State,  not  less  than  three  in  number 
as  aforesaid,  shall  resolve  to  become  a  body  corporate  and 
politic,  having  a  seal  and  corporate  name,  whereby  they  may 
sue  and  be  sued  in  courts  of  justice  in  this  State,  they  shall  pre- 
pare a  statement,  setting  forth  the  name  by  which  they  shall  be 
called,  the  amount  of  said  fund,  and  the  manner  in  which  and 
the  district  to  which  the  said  fund  shall  be  applied,  whether 
within  or  without  this  State,  together  with  the  names  of  the 
persons  who  shall  act  as  trustees,  which  said  statement  shall  be 
subscribed  by  all  the  persons  composing  said  meeting,  in  the 
presence  of  some  magistrate  or  judicial  officer  having  a  seal, 
who  shall  attest  the  signing  of  the  same,  and  the  same  shall  be 
recorded  in  the  office  of  the  county  clerk  in  the  county  where 
said  meeting  was  held,  and  thereupon  the  persons  named  in 
said  statement  as  trustees,  and  their  successors  in  office,  shall 
become  a  body  corporate  and  politic  for  the  purposes  in  said 
statement  named  and  specified;  and  a  certified  copy  of  said 
record,  under  the  hand  and  seal  of  the  county  clerk  of  said 
county,  shall  at  all  times  be  prima  facie  evidence  of  the  exist- 
ence of  said  corporation. 

4.  Changes    in   application,   how   effected. — 27.     In 

any  case  where,  in  the  original  statement  in  the  preceding  sec- 
tion provided  for,  it  is  contemplated  that  the  fund  may  be 
applied  to  any  object  not  inconsistent  with  the  purposes  of  edu- 
cation, religion,  or  charity,  different  from  that  particularly 
specified  in  said  statement,  the  trustees  above  named,  or  their 
successors  in  office,  may  apply  to  the  district  court  in  the  county 
where  the  record  hereinbefore  provided  for  was  made,  for  the 
privilege  to  make  such  change,  designating  particularly  the 
purposes  to  which  it  is  proposed  to  apply  the  same;  and  the 
said  court,  on  being  satisfied  that  such  change  is  not  incon- 
sistent with  the  object  of  the  original  creation  and  institution 
of  said  fund,  shall  authorize  and  sanction  such  change. 

5.  Terms  of  office,  etc. — 23.  The  said  board  of  trustees 
and  their  successors  in  office  shall  be  a  body  politic  with  per- 
petual succession,  and  they  shall  hold  their  offices  for  such 
terms  and  receive  their  appointments  in  such  manner  as  shall 
be  designated  in  the  statement  on  record  in  the  office  of  the 
county  clerk,  as  hereinbefore  provided. 


Nebraska.  7,(i() 

Religious  and  Other  Societies. 

6.  Election  of  trustees  and  clerk  by  church  usage. 
Synods,  etc.,  how  incorporated. — 40.  It  shall  be  lawful 
for  any  religious  sect  or  denomination,  fire  company,  or  any 
literary,  scientific  or  benevolent  association  (other  than  col- 
leges, universities,  academies  and  seminaries)  within  this  State, 
to  elect  at  a  meeting  of  a  majority  of  the  members  of  any 
organized  church,  fire  company,  literary,  scientific,  or  benevo- 
lent association  as  aforesaid,  called  for  that  purpose,  any  num- 
ber of  their  members,  not  less  than  three,  to  serve  as  trustees 
or  directors,  and  one  member  as  clerk,  who  shall  hold  their 
offices  during  the  pleasure  of  the  society  or  association ;  Pro- 
vided^ That  all  religious  bodies  that  have  in  their  articles  of 
association,  constitution,  by-laws,  or  discipline,  provisions  for 
the  election  of  trustees  or  directors  to  hold  property  for  the  use 
and  benefit  of  the  membership  and  ministry  thereof,  may  and 
are  hereby  authorized  to  elect  such  trustees  or  directors  accord- 
ing to  such  provisions,  and  that  a  certificate  of  such  election 
signed  by  the  president  and  clerk  of  such  meeting  or  confer- 
ence, shall  be  placed  upon  the  records  of  the  county  in  which 
such  property  may  be  situated.  And  Provided  furtJier^  That 
this  act  shall  also  include  and  apply  to,  and  provide  for,  the  in- 
corporation of  any  synod,  conference,  association,  diocese,  pres- 
bytery, or  any  other  ecclesiastical  body  or  court  of  any  religious 
sect  or  denomination ;  comprising  or  extending  over  the  whole 
State  or  any  part  thereof,  and  in  every  such  case  in  which  such 
body  to  be  incorporated  shall  comprise  or  extend  over  more 
than  one  county  in  this  State,  the  certificate  of  election  of  the 
trustees  or  directors  shall  also  be  filed  in  the  office  of  the  secre- 
tary of  State  and  there  recorded. 

7.  Record  incorporates. — 41.  That  the  clerk  so  elected 
shall  make  a  true  record  of  the  proceedings  of  such  meeting 
provided  for  in  this  subdivision,  so  far  as  the  same  pertains  to 
the  organization  of  the  body  and  the  election  of  such  trustees 
or  directors,  and  certify  and  deliver  a  true  copy  of  the  same  to 
the  clerk  of  the  county  where  such  meeting  shall  be  held,  if 
said  body  shall  not  comprise  or  extend  over  more  than  such 
county,  together  with  the  name  by  which  such  church,  fire  com- 
pany, association,  or  body  shall  thereafter  desire  to  be  known ; 
and  it  shall  be  the  duty  of  such  county  clerk,  immediately  upon 
the  receipt  of  such  certified  statement,  to  record  the  same  in  a 
book  of  record  to  be  kept  by  him,  provided  for  that  purpose  at 


270  Religious  Corporations. 

the  expense  of  his  county,  for  which  service  he  may  demand 
the  sum  of  ten  cents  per  hundred  words ;  and  in  case  said  body 
shall  comprise  and  extend  over  more  than  one  county,  then  such 
clerk  shall  deliver  such  certified  copy  of  said  proceedings  and 
such  name  to  the  secretary  of  State  of  this  State,  who  shall  in 
like  manner  file  and  record  the  same  in  his  office  in  a  book  pro- 
vided for  such  purposes  at  the  expense  of  the  State ;  and  from 
and  after  the  making  of  such  record  by  the  county  clerk  or  the 
secretary  of  State,  as  the  case  may  be,  the  said  trustees  or 
directors  and  their  associated  members,  as  such  body,  company, 
church,  association,  synod,  conference,  presbytery,  diocese,  or 
other  court,  and  their  successors,  shall  be  invested  with  the 
powers,  privileges,  and  immunities  incident  to  aggregate  cor- 
porations, and  a  certified  transcript  of  the  record  herein  author- 
ized to  be  made  by  county  clerk  or  secretary  of  State  shall  be 
deemed  and  taken  in  all  courts  and  places  whatsoever  in  this 
State  as  prima  facie  evidence  of  the  existence  of  such  corpo- 
ration. 

8.  Powers  of  trustees. — 42.  The  trustees  or  directors, 
who  may  be  appointed  under  the  provisions  of  this  subdivision, 
and  their  successors  in  office,  shall  have  perpetual  succession 
by  such  name  as  may  be  designated,  and  by  such  name  may  be 
legally  capable  of  contracting,  and  prosecuting  and  defending 
suits,  and  shall  have  the  capacity  to  acquire,  hold,  enjoy,  dis- 
pose of,  and  convey  all  property,  real  and  personal,  which  they 
may  acquire  by  purchase,  donation,  or  otherwise,  for  the  pur- 
pose of  carrying  out  the  intentions  of  such  society  or  associa- 
tion, but  they  shall  not  acquire  or  hold  property  for  any  other 
purpose. 

9.  Officers.  By-laws. — 43.  Such  society  or  association, 
when  incorporated,  may  elect  such  officers  and  make  such  rules 
and  regulations  as  may  be  necessary  and  expedient  for  its  own 
government,  and  the  management  of  its  fiscal  and  other  affairs 
to  effect  their  respective  objects. 

10.  Trustees,  vacancies  and  quorum. — 44-  If  said 
board  of  trustees  or  directors,  as  is  provided  for  in  this  subdivis- 
ion, shall  be  vacated,  either  in  whole  or  in  part,  by  death,  resig- 
nation or  otherwise,  such  board  of  trustees  or  directors  may  be 
revived,  or  such  vacancy  or  vacancies  filled,  in  the  manner 
pointed  out  in  this  subdivision  for  the  original  organization  of 
said  board,  and  a  majority  of  said  trustees  or  directors  shall  be 
a  quorum  for  the  transaction  of  business. 


Nebraska.  271 

General  Provisions. 

11.  Provisions  may  be  accepted  by  all  corporations. 
Religious  corporations  need  not  publish  annual  exhibit. 

— 54.  All  companies  now  incorporated  in  this  State,  and  actu- 
ally doing-  business,  may  accept  any  of  the  provisions  of  this 
chapter,  and  when  so  accepted,  and  a  certified  copy  of  their 
acceptance  filed  with  the  secretary  of  State,  that  portion  of 
their  charters  inconsistent  with  the  provisions  of  this  chapter 
is  hereby  repealed.  All  companies  hereafter  incorporated,  or 
accepting  the  provisions  of  this  chapter,  except  those  named  in 
the  fortieth*  section  of  this  chapter,  are  required  to  make  and 
publish  in  some  newspaper  of  general  circulation  in  the  county 
where  the  principal  office  is  located,  an  annual  exhibit,  show- 
ing a  full,  fair,  and  detailed  statement  of  the  condition  of  such 
company,  which  statement  shall  be  verified  by  the  oath  of  the 
president,  secretary,  and  clerk. 

12.  Assets  to  be  employed  in  accordance  with 
charter. — 55.  No  company  or  association  incorporated  under 
the  provisions  of  this  chapter  shall  employ  its  stock,  means, 
assets,  or  other  property,  directly  or  indirectly,  for  any  other 
purpose  whatever  than  to  accomplish  the  legitimate  object  of 
its  creation. 

13.  Failure   to   elect   ofiBcers,  how  remedied.— 59- 

Whenever  any  company,  association,  or  society  heretofore  or 
hereafter  incorporated  shall  have  failed  to  elect  its  officers  at 
the  time  designated,  it  shall  be  lawful  for  any  such  company, 
association,  or  society  to  call  a  meeting  and  elect  its  officers, 
who  shall  hold  the  respective  offices  until  the  time  specified  for 
the  annual  or  other  fixed  time  for  holding  such  election ;  and 
when  any  incorporated  company  heretofore  organized,  or  that 
may  be  hereafter  organized  under  the  provisions  of  this  chapter, 
shall  have  a  specified  time  fixed  for  its  annual  meeting,  a 
majority  of  the  stockholders  in  interest  may,  at  any  regular 
annual  meeting,  change  the  time  of  the  annual  meeting  thereof. 

14.  Real  estate,  how  sold  or  mortgaged.— 60.  When 
any  real  estate  shall  have  been  or  may  hereafter  be  bequeathed, 
aliened,  donated,  or  otherwise  entrusted  to  any  religious  society 
in  this  State,  or  to  any  of  the  trustees  or  officers  of  any  such 
society,  and  such  society  shall  be  desirous  to  sell,  exchange, 
or  encumber,  by  mortgage  or  otherwise,  any  such  real  estate, 

♦See  No.  6,  p.  269. 
22 


272  Religious  Corporations, 

it  shall  be  lawful  for  the  district  court  of  the  proper  county 
upon  good  cause  shown  upon  petition  of  any  such  society,  or 
some  person  authorized  by  them,  to  make  an  order  authorizing 
the  sale  or  encumbrance  of  any  such  real  estate,  and  said  court 
may  include  in  such  order  directions  how  the  proceeds  of  such 
sale  or  encumbrance  shall  be  appropriated  or  invested;  Pro- 
vided, Such  order  shall  in  no  case  be  inconsistent  with  the 
original  terms  upon  which  such  real  estate  became  invested  or 
intrusted  to  such  religious  society. 

15.  Parties  in  interest  to  be  notified.  Burial  places 
excepted. — 61.  When  any  religious  society  shall  petition,  as 
is  provided  for  in  the  preceding  section,  all  persons  who  may 
have  a  vested,  contingent,  or  reversionary  interest  in  the  real 
estate  sought  to  be  sold  or  encumbered  shall  be  made  parties 
to  said  petition,  and  such  parties  shall  be  notified  of  such  peti- 
tion in  the  same  manner  as  is  or  may  be  provided  for  in  cases 
of  petitions  for  partitions  of  real  estate;  Provided,  That  the 
provisions  of  this  chapter  shall  not  extend  to  any  grounds  used 
or  occupied  as  burial  places  for  the  dead. 

16.  Dissolved  corporation,  trustees  of. — 62.  Upon 
the  dissolution,  by  the  expiration  of  the  term  of  its  charter  or 
otherwise,  of  any  corporation  now  existing,  or  hereafter  created, 
and  unless  other  persons  be  appointed  by  the  Legislature,  or 
by  some  court  of  competent  authority,  the  directors  or  mana- 
gers of  the  affairs  of  such  corporation,  acting  last  before  the 
time  of  its  dissolution,  by  whatever  name  they  may  be  known 
in  law,  and  the  survivors  of  them,  shall  be  the  trustees  of  the 
creditors  and  stockholders  of  the  corporation  dissolved,  and 
shall  have  full  power  to  settle  the  affairs  of  the  same,  collect 
and  pay  the  outstanding  debts,  and  divide  among  the  stock- 
holders the  moneys  and  property  that  shall  remain,  in  propor- 
tion to  the  stock  of  each  stockholder  paid  up,  after  the  payment 
of  debts  and  necessary  expenses;  and  the  persons  so  consti- 
tuted trustees  shall  have  authority  to  sue  for  and  recover  the 
debts  and  property  of  the  dissolved  corporation,  by  the  name 
of  the  trustees  of  such  corporation,  describing  it  by  its  corpo- 
rate name,  and  shall  be  jointly  and  severally  responsible  to  the 
creditors  and  stockholders  of  such  corporation,  to  the  extent  of 
its  property  and  effects  that  shall  come  into  their  hands;  and 
no  suit  against  any  such  corporation  shall  abate  in  consequence 
of  such  dissolution,  and  said  trustees  may  be  made  parties 
thereto  by  scire  facias ;  and  all  liens  of  judgments  and  decrees 


Nehraska.  273 

of  any  courts  of  chancery,  existing  at  the  time  of  such  disso- 
lution, either  in  favor  of  or  against  such  corporation,  shall  con- 
tinue in  force  in  the  same  manner  as  if  such  dissolution  had  not 
taken  place;  Provided,  That  in  case  of  the  death,  resignation, 
inability,  or  refusal  to  act,  of  the  directors  or  managers  afore- 
said, or  the  survivors  thereof,  the  district  court  of  the  proper 
county  may,  on  the  application  of  any  person  interested, 
appoint  trustees  to  fill  the  vacancy,  with  full  power  to  perform 
the  duties  aforesaid. 

17.  Title  passes  to  trustees. — 65.  The  title  of  all  real 
estate  belonging  to  any  such  corporation  shall,  at  the  time  of 
the  dissolution  of  the  same,  pass  to  the  trustees  of  such  corpo- 
ration, who  shall  have  full  power  and  authority  to  sell  and  dis- 
pose of  any  such  real  estate,  in  such  manner  and  upon  such 
terms  as  may  be  thought  best  for  the  interest  of  the  creditors 
and  stockholders,  and  upon  any  such  sale  to  make  a  good  and 
sufficient  title  therefor. 

18.  Trustees  subject  to  court  of  chancery. — 66.     The 

trustees  of  any  such  dissolved  corporation  shall  be  subject  to 
the  control  of  the  court  of  chancery,  and  be  liable  to  be  sued  by 
petition  in  chancery,  on  behalf  of  any  person  interested,  on 
account  of  any  neglect  or  omission  of  diity  or  abuse  of  trust ; 
and  in  case  of  the  removal  of  any  such  trustee  by  such  court 
for  an  abuse  of  trust,  such  court  shall  have  the  power  and 
authority  to  appoint  a  suitable  person  to  fill  the  vacancy;  and 
any  such  trustee  may  for  reasonable  cause,  upon  the  applica- 
tion of  any  creditor  or  stockholder,  be  required  by  the  district 
court  to  give  bond  and  security  in  such  amount  and  subject  to 
such  conditions  as  the  court  may  direct. 

19.  Construction  of  chapter  as  to  dissolution. — 71. 
Nothing  in  this  chapter  contained  shall  at  any  time  be  con- 
strued as  extending  or  reviving  the  charter  of  any  banking  or 
other  corporation  dissolved  either  by  affluxion  of  time  or  other- 
wise, for  any  other  purpose  than  that  of  judicial  proceedings,* 
in  favor  of  or  against  the  same. 

Corporations. 

20.  Powers. — 124.   Every  corporation,  as  such,  has  power: 

1.  To  have  succession  by  its  corporate  name. 

2.  To  sue  and  be  sued,  to  complain  and  defend  in  courts  of 
law  and  equity. 

*  Sections  63,  64,  67,  68,  69  and  70  relate  to  suits  by  or  against  dissolved  corporations. 


274  Religious  Corporations. 

3.  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure. 

4.  To  hold  personal  estate,  and  all  such  real  estate  as  may- 
be necessary  for  the  legitimate  business  of  the  corporation. 

5.  To  render  the  interest  of  the  stockholders  transferable. 

6.  To  appoint  such  subordinate  officers  and  agents  as  the 
business  of  the  corporation  shall  require,  and  to  allow  them  a 
suitable  compensation  therefor. 

7.  To  make  by-laws,  not  inconsistent  with  any  existing 
law,  for  the  management  of  its  affairs. 

21.  Powers  above  named  vest  in  every  corporation. 

— 125.  The  powers  enumerated  in  the  preceding  section  shall 
vest  in  every  corporation  in  this  State,  whether  the  same  be 
formed  without  or  by  legislative  enactment,  although  they 
may  not  be  specified  in  its  charter,  or  as  articles  of  association. 

22.  Articles  of  incorporation. — 126.  Every  corporation, 
previous  to  the  commencement  of  any  business,  except  its  own 
organization,  when  the  same  is  not  formed  by  legislative  enact- 
ment, must  adopt  articles  of  incorporation,  and  have  them 
recorded  in  the  office  of  the  county  clerk  of  the  county  or  coun- 
ties in  which  the  business  is  to  be  transacted,  in  a  book  kept  for 
that  purpose. 

23.  Failure  to  organize  dissolves. — 129.  If  any  corpo- 
ration hereafter  created  by  the  Legislature  shall  not  organize 
within  one  year  after  its  incorporation,  its  corporate  powers 
shall  cease. 

24.  Public  notice. — 130.  Notice  must  be  published  in 
some  newspaper  near  the  principal  place  of  business,  for  four 
weeks. 

25.  Contents  of  notice. — 131.     Such  notice  shall  contain : 

1.  The  name  of  the  corporation. 

2.  The  principal  place  of  transacting  its  business. 

3.  The  general  nature  of  the  business  to  be  transacted. 

4.  The  amount  of  capital  stock  authorized,  and  the  time 
and  conditions  on  which  it  is  to  be  paid  in. 

5.  The  time  of  commencement  and  termination  of  the  cor- 
poration. 

6.  The  highest  amount  of  indebtedness  or  liability  to  which 
the  corporation  is  at  any  time  to  subject  itself. 

7.  By  what  officers  the  affairs  of  the  corporation  are  to  be 
conducted. 


Nebraska.  275 

26.  Commencement  of  business. — 132.  Any  corpora- 
tion formed  without  legislative  enactment  may  commence 
business  as  soon  as  its  articles  of  incorporation  are  filed  by  the 
county  clerks  of  the  counties,  as  required  by  this  subdivision,* 
and  shall  be  valid  if  a  copy  of  its  articles  be  filed  in  the  office 
of  the  secretary  of  State,  and  the  notice  required  be  published 
within  four  months  from  the  time  of  filing  such  articles  in  the 
clerk's  office. 

27.  Changes,  how  effected. — 133.  Every  change  in  any 
of  the  above  matters  shall  be  recorded  and  published  in  the 
same  manner  as  the  original  articles  are  required  by  law. 

28.  Dissolution,  consent  of  two-thirds  of  members 
necessary  for. — 134.  No  corporation  can  be  dissolved  by  the 
members  thereof  except  by  consent  of  two-thirds  of  all  its 
members,  which  consent  must  be  entered  on  its  records,  unless 
a  different  rule  has  been  adopted  in  its  articles  of  incorporation. 

29.  Conveyances  of  lands. — 137.  It  shall  be  lawful  for 
any  corporation  to  convey  lands  by  deed,  sealed  by  the  common 
seal  of  said  corporation,  and  signed  by  the  president  or  presid- 
ing officer  of  the  board  of  directors  of  the  corporation;  and 
such  deed,  when  acknowledged  by  such  officer  to  be  an  act  of 
the  corporation,  or  proved  in  the  usual  form  prescribed  for 
other  conveyances  for  lands,  shall  be  recorded  in  the  clerk's 
office  of  the  county  in  which  the  lands  lie,  in  like  manner  as 
other  deeds. 

30.  Arrears  of  dues. — 138.  All  corporations  may  sue 
for  and  recover  from  their  respective  members,  in  any  court  *of 
competent  jurisdiction,  all  arrears  or  other  debts  due,  or  other 
demands  which  now  are  or  hereafter  may  be  owing  to  them, 
in  like  manner  as  they  might  sue  for  and  recover  the  same  from 
any  indifferent  person  who  might  be  a  member,  any  law,  usage, 
or  custom  to  the  contrary  notwithstanding. 

31.  Effect  of  violation. — 142.  Any  violation  of  the 
provisions  of  this  subdivision  shall  cause  a  forfeiture  of  all  the 
privileges  conferred  by  the  same,  and  the  court  may  proceed  to 
close  the  affairs  of  the  corporation  by  an  information  for  that 
purpose. 

32.  Closing  business. — 143.  Corporations  whose  charters 
expire  by  their  own  limitation,  or  by  the  voluntary  act  of  the 

*See  No.  22,  p.  274. 


276  Religious  Corporations. 

stockholders,  may  continue  to  act  for  the  purpose  of  closing 
their  business,  but  for  no  other  purpose. 

33.  Want  of  legal  organization,  no  defense. — 144. 
No  body  of  men  acting  as  a  corporation  under  the  provisions  of 
this  subdivision  shall  be  permitted  to  set  up  the  want  of  legal 
organization  as  a  defense  to  any  action  brought  against  them 
as  a  corporation ;  nor  shall  any  person  sued  on  a  contract  made 
with  such  corporation,  or  for  an  injury  to  the  property  of  such 
corporation,  be  permitted  to  set  up  the  want  of  legal  organiza- 
tion in  defense  of  such  action. 

Churches,   Parishes  and  Religious  Societies. 

34.  Denominations  may  incorporate. — 167,  Churches, 
parishes  and  societies  of  all  religious  bodies,  sects  and  denomi- 
nations in  this  State  having  a  central  governing  body  with  spir- 
itual jurisdiction  extending  over  the  whole  State,  or  a  part 
thereof,  being  more  than  six  counties,  may  become  incorpo- 
rated by  complying  with  the  terms  and  provisions  of  this  act. 

35.  Persons  incorporating. — 168.  The  chief  or  presid- 
ing or  executive  officer  of  the  religious  bodies,  sects  and  denom- 
inations mentioned  in  the  first  section  of  this  act  may,  at  such 
place  in  this  State  as  he  may  appoint  for  the  purpose,  convene 
a  meeting  of  himself  and  some  other  officer  subordinate  to  him- 
self, but  having  general  jurisdiction  throughout  the  State,  or 
part  of  the  State,  as  aforesaid,  and  the  priest,  minister  or 
clergyman  of  the  proposed  church,  parish  or  society,  and  at 
least  two  laymen  resident  within  the  limits  thereof,  of  which 
meeting  the  said  chief  or  presiding  officer  shall  be  president, 
and  one  of  the  other  persons  present  shall  be  secretary. 

36.  Articles  to  be  adopted,  subscribed,  and  recorded. 
— 169.  The  said  five  persons  being  so  convened  and  organized 
as  a  meeting,  shall  adopt  articles  of  incorporation  which  shall 
'fix:  I.  The  name  of  the  church,  parish  or  society,  and  the 
place  of  its  location.  2.  The  amount  of  debts  which  it  shall 
I  be  competent  to  contract,  beyond  which  amount  the  corpora- 
tion have  no  power  to  contract  debts  binding  at  law  or  in  equity 
upon  it,  its  members  or  its  property.  3.  The  manner  in  which 
it  may  contract  and  become  bound  for  debts,  and  may  convey, 
encumber  or  charge  its  property.  4.  The  manner  in  which  the 
succession  of  the  members  of  the  said  corporation  shall  be  reg- 
ulated and  vacancies  in  their  number  filled.      5.   The  time  of 


Nebraska.  277 

the  commencement  and  termination  of  the  corporation.  6.  By 
what  officers  its  affairs  may  be  conducted.  Which  articles 
being  subscribed  and  acknowledged  by  the  persons  present  at 
the  meeting,  and  recorded  in  the  office  of  the  county  clerk  of 
the  county  where  such  church,  parish  or  society  shall  be  located, 
whereupon  such  corporation  shall  be  competent  to  transact  all 
business  in  and  by  its  corporate  name. 

37.  Who  are  the  corporators. — 170-  The  persons 
attending  said  meeting  shall  be  the  corporators  and  members 
of  the  corporation  until  their  places  may  be  supplied  by  and 
under  the  provisions  of  the  articles  of  incorporation. 

38.  Denominational  corporations  subject  to  other 

acts. — 171.  Corporations  organized  under  the  provisions  of 
this  act  shall  be  subject  to  the  laws  of  this  State  in  respect  of 
corporations,  which  are  applicable  to  them  save  as  herein 
expressly  provided. 

Change  of  Name  of  Churches,   Religious  and  Educa- 
tional Institutions. 

39.  How  effected. — 207.  That  any  church,  religious  or 
charitable  association  or  corporation  existing  now,  or  hereafter 
coming  into  existence,  by  virtue  of  any  special  charter  from 
the  Legislature  of  this  State  or  of  the  Territory  of  Nebraska, 
or  by  virtue  of  the  general  statutes  of  the  State,  may  and  hereby 
is  authorized  to  change  its  name  at  any  regular  annual  meeting 
of  said  association  by  a  two-thirds  affirmative  vote  of  the  mem- 
bers present  at  said  meeting. 

40.  Public  notice. — 208.  Public  notice  of  such  action  by 
said  church  or  association  shall  be  given  by  publishing  the  same 
in  some  newspaper  in  general  circulation  in  the  county  where 
said  church  or  association  is  located  for  three  weeks  successively 
next  after  said  meeting,  and  by  recording  the  minutes  of  said 
meeting  in  the  same  place  as  articles  of  incorporation  are  now 
by  law  required  to  be  recorded. 

41.  Vested,  rights  not  impaired. — 209.  The  change 
of  the  name  of  any  church  or  religious  or  charitable  associa- 
tion under  this  act  shall  not  in  any  manner  impair  the  right, 
title,  or  interest  in  or  to  any  property  held  by  said  associatioii 
whose  name  becomes  changed,  and  any  incumbrance  or  liability 
created  before  said  change  shall  remain  unimpaired  thereby. 


278  Religious  Corporations. 

Chap.  LXIX.     Public  Lands. 

Art.  3.     Miscellaneous, 

42.  Purchase  by  church. — 2.  That  any  church  or  cem- 
etery association  or  corporation  having  control  of  a  cemetery 
in  a  school  district  where  there  be  such  land  referred  to  in  the 
first  section  of  this  act,  such  church  association  or  corporation 
may  purchase  from  the  State  any  portion  of  said  lands,  not 
exceeding  ten  acres,  for  church  or  cemetery  purposes,  at  the 
appraised  value.  Such  appraisement  may  be  as  provided  for 
in  sales  of  school  lands  to  individuals;  Provided^  That  when 
such  land  hath  been  previously  (appraised)  the  land  required 
may  be  purchased  at  the  former  appraisement,  but  not  lower 
than  seven  dollars  per  acre. 

Chap.  LXXX.     School  Lands  and  Funds. 

Art.  I.     General  Provisions. 

43.  Purchase  by  church. — 32.  Any  church  or  ceme- 
tery association  or  corporation  having  control  of  a  cemetery  in 
a  school  district  where  there  is  any  such  land*  may  purchase 
from  the  State  any  portion  of  said  lands  not  exceeding  ten 
acres  for  church  or  cemetery  purposes,  at  not  less  than  the 
price  at  which  said  lands  may  be  purchased  by  individuals 
under  the  provisions  of  this  act. 

*  "  State  land,  school  land,  land  of  the  school  fund  or  otherwise." 


NEVADA. 

CONSTITUTION.    Article   VIII. 
[In  effect,  Oct.  i,  1864.] 

1.  General  laws  to  be  enacted. — 154.  The  Legislature 
shall  pass  no  special  act  in  any  matter  relating  to  corporate 
powers,  except  for  municipal  purposes;  but  corporations  may 
be  formed  under  general  laws;  and  such  laws  may,  from  time 
to  time,  be  altered  or  repealed. 

2.  Dues  collectible.  Individual  liabilities. — 156.  Dues 
from  corporations  shall  be  secured  by  such  means  as  may  be 
prescribed  by  law ;  Provided,  That  corporators  in  corporations 
formed  imder  the  laws  of  this  State  shall  not  be  individually 
liable  for  the  debts  or  liabilities  of  such  corporations. 


GENERAL   STATUTES,   1885. 

[Act  of  Mar.  2,  1867.] 

The  Incorporation  of  Religious,  Charitable,  Literary  and 
Other  Associations. 

3.  How  incorporated.* — 1828.  It  shall  be  lawful  for 
all  churches,  congregations,  religious,  moral,  beneficial,  chari- 
table, literary,  or  scientific  associations  or  societies  by  such  rules 
or  methods  as  their  rules,  regulations,  or  discipline  may  direct,  to 
appoint  or  elect  any  number  not  less  than  three  nor  more  than 
fifteen,  as  trustees  or  directors,  to  take  charge  of  the  estate  and 
property  belonging  thereto,  and  to  transact  all  affairs  relative 
to  the  temporalities  thereof. 

4.  Trustees,  certificates  of. — 1029.  Upon  the  appoint- 
ment or  election  of  such  trustees  or  directors,  a  certificate  of 
such  appointment  or  election  shall  be  executed  by  the  person 
or  persons  making  the  appointment,  or  the  judges  holding  the 
election,  or  the  secretary  of  the  association  or  society,  stating 

*  There  are  no  provisions  for  the  dissolution  of  religious  corporations.    Sections  S22 
and  S23,  dealing  with  dissolutions,  apply  to  corporations  for  profit. 

(279) 


28o  Religious  Corporations. 

the  names  of  the  trustees  or  directors.  The  name  by  which 
the  association  or  society  shall  thereafter  be  called  and  known 
shall  be  particularly  mentioned  and  specified. 

5.  Acknowledgment  of  certificate. — 1030.  Such  cer- 
tificate shall  be  acknowledged  by  the  person  making  the  same, 
or  proved  by  a  subscribing  witness  thereto,  before  some  officer 
authorized  to  take  acknowledgments  of  deeds,  and  recorded, 
together  with  the  certificate  of  such  acknowledgment  or  proof, 
by  the  clerk  of  the  county  within  which  such  church,  congrega- 
tion, religious,  moral,  beneficial,  charitable,  literary,  or  scien- 
tific society  or  association  shall  be  situated. 

6.  Powers. — 1031.  Such  trustees  or  director^  may  have  a 
common  seal,  and  may  alter  the  same  at  pleasure;  they  may 
take  into  their  possession  and  custody  all  temporalities  of  such 
corporation,  whether  given,  granted,  or  devised,  directly  or 
indirectly,  to  such  society  or  association,  or  to  any  person  or 
persons,  for  their  use ;  they  may  sue  and  be  sued,  may  receive 
and  hold  all  the  debts,  demands,  rights,  and  privileges;  all 
churches,  burying  places,  halls,  school-houses,  hospitals,  or 
other  buildings;  all  the  estates  and  appurtenances  belonging  to 
such  association  or  society;  they  may  have,  lease,  and  improve 
the  same,  erect  all  houses  or  buildings  that  are  necessary  to 
carry  out  the  objects  of  the  society  or  association,  and  perform 
all  duties  imposed  on  them  by  the  regulations,  rules,  or  disci- 
pline of  such  organization. 

7.  Real  estate,  sale  of.— 1032.  The  district  court  of  the 
county  in  which  any  such  association  or  corporation  shall  have 
been  constituted,  on  application  by  petition  of  the  trustees 
thereof,  if  they  shall  deem  it  proper  and  beneficial  to  such  asso- 
ciation or  corporation,  shall  make  an  order  for  the  sale  of  any 
real  estate  belonging  to  such  association  or  corporation,  and 
direct  the  application  of  the  moneys  arising  from  such  sale  to 
such  uses  as  the  said  association  or  corporation,  with  the  approval 
of  such  court,  shall  deem  to  be  the  best  interests  of  such  associa- 
tion or  corporation ;  and  in  like  manner  such  court  may  make 
an  order  authorizing  such  association  or  corporation  to  mort- 
gage any  of  its  real  estate  for  such  purposes  as  shall  appear  to 
be  for  the  interest  and  benefit  thereof.  Any  order  made  pur- 
suant to  the  provisions  of  this  section  shall  be  subject  to  rehear- 
ing and  to  appeal  to  the  supreme  court,  as  in  other  civil  cases; 
but  a  party  having  the  right  of  such  appeal  may  waive  the  same 


Nevada.  281 

by  filing-  such  waiver  in  writing,  and  on  filing  the  same  the 
right  of  appeal  shall  no  longer  exist. 

8.  Lands,  etc.,  to  descend. — 1033.  All  lands,  tene- 
ments, and  hereditaments  that  have  been,  or  may  hereafter  be, 
lawfully  conveyed  by  devise,  gift,  grant,  purchase,  or  other- 
wise, to  any  persons  or  trustees  in  trust  for  any  such  organiza- 
tion, shall  descend,  with  the  improvements,  in  perpetual  suc- 
cession to,  and  shall  be  held  by  such  trustees  in  trust  for  such 
organization. 

9.  Real  estate,  limitation. — 1034.  The  real  estate  held 
by  such  association  or  corporation  shall  in  no  case  exceed  one 
block  in  any  town  or  city,  and  ten  acres  in  the  country ;  nor 
shall  any  portion  thereof  used  for  ordinary  business  purposes, 
and  connected  with  the  objects  of  such  association,  or  corpo- 
ration, or  rented  for  profit,  be  exempted  from  taxation ;  .  .  .  . 
Provided,  That  all  real  estate  and  personal  property  owned  by 
such  association  or  corporation  prior  to  the  passage  of  this  act, 
notwithstanding  any  of  the  provisions  thereof,  may  be  still 
held,  owned,  and  enjoyed  by  them. 

10.  Annual  reports. — 1035.  It  shall  be  the  duty  of  said 
trustees  annually  to  make  a  full  report  of  all  property,  real  and 
personal,  held  in  trust  by  them,  and  the  condition  of  the  cor- 
poration, to  the  society  or  association  by  which  they  have  been 
appointed  or  elected,  a  copy  of  which  report  shall  be  filed  in  the 
county  clerk's  ofhce,  where  the  original  certificate  is  filed,  with 
an  affidavit  of  the  truth  of  such  report,  and  also  that  such  asso- 
ciation or  corporation  has  not  been  engaged,  directly  or  indi- 
rectly, in  any  other  business  than  such  as  is  set  forth  in  the 
original  certificate  on  file. 

11.  Existing  incorporations  not  affected  by  repeal  of 
prior  act. — 1036.  An  act  entitled  "An  act  to  provide  for  the 
incorporation  of  religious,  charitable,  literary,  scientific,  and 
other  associations,"  approved  December  nineteenth,  eighteen 
hundred  and  sixty-two,  is  hereb)' repealed ;  Provided,  That  all 
associations  or  corporations  formed  under  said  act  shall  remain 
in  force,  and  hold  all  rights  acquired  thereby,  under  this  act. 

Particui-ar  Denominations. 

12.  The  provisions  for  the  incorporation  of  parishes  of  the 
Protestant  Episcopal  church  are  found  in  sections  995-1003. 


NEW  HAMPSHIRE. 


CONSTITUTION.    Part  I.    Bill  of  Rights. 

[In  effect,  April  2,  1889.] 

1.  Parishes  authorized  to  employ  Protestant 
teachers.  All  churches  to  elect  their  own  teachers  and 
to  be  protected.  Contracts  with  ministers  valid. — 6. 
As  morality  and  piety,  rightly  grounded  on  evangelical  princi- 
ples, will  give  the  best  and  greatest  security  to  government, 
and  will  lay  in  the  hearts  of  men  the  strongest  obligations  to 
due  subjection,  and  as  the  knowledge  of  these  is  most  likely  to 
be  propagated  through  society  by  the  institution  of  the  public 
worship  of  the  Deity  and  of  public  instruction  in  morality  and 
religion,  therefore,  to  promote  these  important  purposes,  the 
people  of  this  State  have  a  right  to  empower,  and  do  hereby 
fully  empower,  the  Legislature  to  authorize,  from  time  to  time, 
the  several  towns,  parishes,  bodies  corporate,  or  religious  socie- 
ties within  this  State,  to  make  adequate  provision,  at  their  own 
expense,  for  the  support  and  maintenance  of  public  Protestant 
teachers  of  piety,  religion,  and  morality.  Provided^  notzvitli- 
standing.  That  the  several  towns,  parishes,  bodies  corporate,  or 
religious  societies  shall  at  all  times  have  the  exclusive  right  of 
electing  their  own  public  teachers  and  of  contracting  with  them 
for  their  support  and  maintenance.  And  no  person  of  any  one 
particular  religious  sect  or  denomination  shall  ever  be  com- 
pelled to  pay  toward  the  support  of  the  teacher  or  teachers  of 
another  persuasion,  sect,  or  denomination.  And  every  denomi- 
nation of  Christians,  demeaning  themselves  quietly  and  as  good 
subjects  of  the  State,  shall  be  equally  under  the  protection  of 
the  law ;  and  no  subordination  of  any  one  sect  or  denomination 
to  another  shall  ever  be  established  by  law.  And  nothing 
herein  shall  be  construed  to  affect  any  former  contracts  made 
for  the  support  of  the  ministry;  but  all  such  contracts  shall 
remain  and  be  in  the  same  state  as  if  this  Constitution  had  not 
been  made. 

(282) 


New  Hampshire.  2S3 

PUBLIC  STATUTES,  1891. 
Title  XVIII.     Of  Estates  and  their  Incidents. 
Chap.  CXXXVII.      Conveyance  of  Real  Estate. 

2.  Church  lot  cannot  be  taken  by  occupancy. — 20, 

No  person  shall  acquire  by  prescription  a  right  to  any  part  of 
a  town  house,  school-house,  or  church  lot,  or  of  any  public 
ground,  by  fencing  or  otherwise  enclosing  the  same  or  in  any 
way  occupying  it  adversely  for  any  length  of  time. 

Title  XX.     Of  Corporations. 
Chap.  CXLVII.     Voluntary  Corporations. 

Formation  of  Corporations. 

3.  How  incorporated. — i.  Five  or  more  persons  of 
lawful  age  may  associate  together  by  articles  of  agreement  to 
form  a  corporation,  for  either  of  the  following  purposes : 

I.  The  promotion  of  the  cause  of  temperance  and  of  any 
charitable  or  religious  cause 

4.  Articles,  contents  of. — 2.  The  articles  of  associa- 
tion shall  set  forth  the  name  of  the  corporation,  the  object  for 
which  it  is  established,  the  place  in  which  its  business  is  to  be 
carried  on,  and  the  amount  of  its  capital  stock,  if  any;  and 
shall  be  signed  by  the  persons  who  associate  together  to  form 
it,  with  a  designation  of  the  post-office  address  of  each. 

5.  Corporate  name.  How  changed. — 3.  Any  corpo- 
rate name  may  be  assumed  which  is  not  in  use  by  any  other 
corporation  or  company.  It  shall  not  be  changed  except  by 
act  of  the  Legislature. 

6.  Articles  to  be  recorded.  Beginning  of  corporate 
life. — 4.  The  articles  of  agreement  shall  be  recorded  in  the 
office  of  the  clerk  of  the  town  in  which  the  business  of  the  cor- 
poration is  to  be  carried  on  and  in  the  office  of  the  secretary  of 
State;  and  when  so  recorded,  and  the  charter  fee  required  by 
law,  if  any,  has  been  paid  to  the  State  treasurer,  the  signers 
thereof  shall  be  a  corporation,  and  such  corporation,  its  officers 
and  stockholders,  shall  have  all  the  rights  and  powers*  and  be 

*  See  No.  8,  Section  9,  p.  284. 


284  Religious  Corporations. 

subject  to  all  the  duties  and  liabilities  of  other  similar  corpo- 
rations, their  officers  and  stockholders,  except  so  far  as  the 
same  are  enlarged  or  limited  by  this  chapter. 

7.  By-laws,  etc.,  of  signers  become  those  of  corpo- 
ration.— ^5.  Any  by-laws  adopted  and  organization  effected  by 
the  unanimous  action  of  the  signers  of  the  articles  of  agree- 
ment before  the  articles  have  been  recorded  as  required  by  the 
preceding  section,  not  repugnant  to  the  laws  of  the  State,  shall 
be  the  by-lav/s  and  organization  of  the  corporation,  and  shall 
remain  in  force  until  changed  by  it. 

Powers  of  Corporation. 

8.  Corporations  may  raise  money  from  members. — 

9.  Any  corporation  whose  object  is  not  a  division  of  profits 
among  its  stockholders  may  raise  money  of  its  members  in  any 
manner  provided  for  in  its  agreement  of  association,  or  in  its 
by-laws. 

Dissolution  of  Corporation. 

9.  Dissolution   of  corporations,   how  decreed. — 10. 

Any  such  corporation,  or  stockholders  owning  one-fourth  of 
the  stock  of  the  corporation,  or,  if  there  be  no  stockholders, 
one-fourth  of  the  members  of  the  corporation,  may  apply  by 
petition  to  the  supreme  court,  at  a  trial  term  in  the  county  in 
which  the  corporation  is  located,  for  a  decree  of  dissolution,  or 
for  such  other  relief  as  may  be  just;  and  the  court,  after  due 
notice  to  all  parties  interested,  and  a  hearing,  may  decree  that 
the  corporation  be  dissolved,  subject  to  such  limitations  and 
conditions  as  justice  may  require. 

10.  Corporation  to  file  copy  of  decree. — 1 1.  The  corpo-' 

ration  shall  cause  an  attested  copy  of  the  decree  of  the  court  to 
be  filed  in  the  office  of  the  secretary  of  State  forthwith  after  it 
is  made ;  and  when  such  copy  has  been  so  filed,  the  corporate 
existence  of  the  corporation  shall  terminate  in  accordance  with 
the  terms  of  such  decree. 

11.  Corporation  to  lodge  records. — 12.  The  records  of 
a  corporation  so  dissolved  shall  be  lodged  with  the  secretary  of 
State  within  thirty  days  after  its  affairs  are  closed  up,  and  shall 
be  kept  by  him  as  public  records. 


New  Hampshire.  285 

Chap.  CXLVIII.     General  Powers  of  Corporations. 

12.  Powers  vested  in  all  corporations. — 2.  The  rights, 
powers,  and  duties  set  forth  in  this  chapter  are  incident  to  all 
corporations  legally  constituted  not  excepted  in  the  preceding 
section,*  subject  to  any  limitations  or  restrictions  imposed  by 
their  charters  or  articles  of  association  or  the  laws  under  which 
they  were  organized. 

13.  General  powers. — 3.  Every  such  corporation  may 
admit  associates  and  members,  and  for  just  cause  remove  them ; 
may  elect  all  necessary  officers,  define  their  duties,  and  fix  their 
compensation ;  may  have  a  common  seal,  and  change  the  same 
at  pleasure ;  may  sue  and  be  sued,  appear,  prosecute,  and  defend 
in  the  corporate  name  to  final  judgment  and  execution,  and 
appoint  agents  and  attorneys  for  that  purpose;  and  shall  have 
perpetual  succession,  unless  incorporated  or  formed  for  a  limited 
term,  or  dissolved  as  provided  by  law. 

14.  First  meeting,  how  called. — 4.  Any  three  of  the 
five  grantees  first  named  in  the  charter  of  a  corporation  (un- 
less otherwise  provided  therein),  or  any  three  of  the  first  five 
signers  of  the  articles  of  agreement  by  which  a  corporation  is 
formed,  may  call  the  first  meeting  of  the  members  or  stock- 
holders by  giving  to  each  in  hand,  or  leaving  at  the  abode  of 
each,  or  by  sending  through  the  mails,  post-paid,  to  the  post- 
office  address  of  each,  a  notice  of  the  time  and  place  of  the 
meeting,  seven  days  at  least  before  the  day  of  meeting.  Such 
meeting  may  be  held  without  previous  notice  if  all  the  mem- 
bers or  stockholders  voluntarily  assemble  together  for  the  pur- 
pose, or  it  may  be  so  held  ct  a  time  and  place  to  which  they 
have  all  agreed  in  writing. 

15.  Action  at  first  meeting. — 5.  At  the  first  meeting 
and  adjournments  thereof,  the  members  or  stockholders  shall 
effect  an  organization  by  the  election,  by  ballot,  of  a  temporary 
clerk,  by  the  adoption  of  by-laws,  and  by  the  election  of  offi- 
cers in  accordance  with  the  by-laws,  and  laws  of  the  State. 
The  temporary  clerk  shall  be  sworn,  and  shall  hold  office  and 
perform  the  duties  of  clerk  of  the  corporation  until  a  perina- 
nent  clerk  is  regularly  chosen  and  qualified. 

16.  By-laws. — 6.  Such  corporations  may  adopt  by-laws, 
not  repugnant  to  the  laws  of  this  State,  to  provide  for  the  elec- 

*  The  reference  is  to  municipal  corporations. 


286  Religious  Corporations. 

tion,  removal,  and  retiring-  of  members;  to  fix  the  times  and 
places  of  holding  meetings  and  the  manner  of  calling  and  con- 
ducting them ;  to  regulate  the  number  of  officers,  the  manner 
of  choosing  them,  their  tenure  of  office,  and  their  powers  and 
duties;  and  to  promote  the  objects  of  the  corporation;  and 
they  may  alter  and  amend  such  by-laws. 

17.  Contracts. — 7.  They  may  make  contracts  necessary 
and  proper  for  the  transaction  of  their  authorized  business,  and 
no  other;  they  shall  not  be  capable  of  binding  themselves  as 
sureties  or  guarantors  for  others. 

18.  Real  and  personal  estate,  limit. — 8.  They  may 
purchase,  hold,  and  convey  real  and  personal  estate  necessary 
and  proper  for  the  due  transaction  of  their  authorized  business, 
not  exceeding  the  amount  authorized  by  their  charter  or  by 
statute,  and  no  other. 

19.  To  take  mortgages. — 9.  They  may  take  mortgages 
or  pledges  or  make  attachments  of  any  property  to  secure  the 
payment  of  debts  due  to  them,  and  may  perfect  a  title  thereto 
by  proper  legal  proceedings;  but  they  shall  sell  or  dispose  of 
any  property  so  obtained,  which  they  are  not  authorized  to  hold, 
within  five  years  after  the  title  is  perfected. 

20.  Clerk,  place  of  oflBce. — 10.  Every  corporation  shall 
have  a  clerk,  who  shall  be  chosen  annually  by  the  stockholders, 
or  in  such  other  manner -as  the  charter  or  by-laws  may  pre- 
scribe, and  shall  be  and  continue  an  inhabitant  of  this  State 
and  keep  his  office  therein ;  he  sh^ll  be  sworn  to  the  faithful 
discharge  of  his  duties,  and  shall  hold  office  for  one  year  and 
until  his  successor  is  chosen  and  qualified.  In  case  of  vacancy 
in  the  office  it  shall  be  filled  as  provided  in  the  by-laws,  or,  if 
there  be  no  provision  on  the  subject  in  the  by-laws,  it  shall  be 
filled  by  the  directors  or  officers  charged  with  the  management 
of  the  affairs  of  the  corporation  until  the  next  election. 

21.  Clerk's  duties. — n.  The  clerk  shall  record  all  votes 
and  proceedings  of  the  stockholders  or  members  of  the  corpo- 
ration, and  of  the  directors  or  other  officers  charged  with  the 
management  of  its  affairs,  so  far  as  required  by  law;  shall 
keep  a  record  of  all  instruments  and  papers  required  to  be 
recorded  in  his  office,  and  shall  perform  all  other  duties  incum- 
bent on  him  by  law  or  usage  or  by  the  by-laws. 


'     New  Hampshire.  287 

22.  Records,  etc.,  to  be  open  to  inspection. — 12.  All 
records,  accounts,  and  papers  of  a  corporation  shall  be  open  to 
the  inspection  of  every  member  and  stockholder  of  the  corpo- 
ration; and  such  portions  thereof  as  have  any  relation  to  an 
unpaid  and  overdue  demand  of  a  creditor  of  the  corporation  or 
to  the  collection  of  any  such  demand  shall  be  open  to  the  inspec- 
tion of  the  creditor  and  of  his  attorney. 

23.  Copies  of  records. — 13.  The  clerk,  treasurer,  assist- 
ant treasurer,  or  other  officer  or  agent  of  any  corporation  hav- 
ing the  keeping  of  any  such  record,  account,  or  paper,  when 
required  by  any  member  or  stockholder,  or  by  any  such  creditor, 
on  payment  or  tender  of  the  fees  allowed  by  law,  shall  furnish 
a  certified  copy  of  any  record,  account,  or  paper  which  the 
party  is  entitled  to  inspect. 

24.  Penalty  for  refusal  of  copies. — 14.  If  any  clerk, 
treasurer,  assistant  treasurer,  or  other  officer,  or  any  agent  of  a 
corporation,  after  demand  of  such  copy  and  payment  or  tender 
of  the  fees  therefor,  shall  neglect  or  refuse  for  seven  days  to 
furnish  it,  he  shall  forfeit  for  every  offense  a  sum  not  exceeding 
one  thousand  dollars,  to  any  member,  stockholder,  or  creditor 
who  shall  have  demanded  such  copy. 

25.  Annual  meeting,  date  changed. — 15.  A  corpora- 
tion, at  any  legal  meeting,  may  alter  the  time  of  holding  its 
annual  meeting. 

26.  Meetings,  special,  how  called. — 16.  If  a  corpo- 
ration shall  fail  to  hold  its  annual  meeting,  or  if,  from  any 
cause,  a  meeting  thereof  cannot  otherwise  be  called,  the  owners 
of  one-twentieth  part  of  the  stock  or  property  thereof,  or,  if 
the  same  is  not  divided  into  shares,  one-twentieth  part  in  num- 
ber of  the  members  thereof,  may  apply  in  writing  to  a  justice 
of  the  peace  to  call  a  meeting,  stating  the  occasion  and  purpose 
thereof. 

27.  Meetings,  special,  howwarned. — 17.  The  justice 
shall  thereupon  issue  his  warrant  to  one  of  the  applicants, 
requiring  him  to  warn  a  meeting,  at  a  suitable  time  and  place, 
for  the  purpose  stated  in  the  application,  by  publishing  a  copy 
of  the  application  and  warrant;  and  all  business  transacted  at 
the  meeting  in  pursuance  of  the  warrant  shall  be  valid. 


years. 
23 


28.  Dissolved    corporations    continued    for    three 

rs. — 18.     Every  corporation  whose  charter  has  expired  or 


288  Religious  Corporations. 

become  forfeited,  or  whose  corporate  existence  has  been  termi- 
nated in  any  way,  shall  nevertheless  continue  as  a  body  corpo- 
rate for  the  term  of  three  years,  for  the  purpose  of  prosecu- 
ting and  defending  suits  by  or  against  it  and  of  gradually 
closing  and  settling  its  concerns  and  dividing  its  capital  stock 
and  profits,  and  for  no  other  purpose. 

29.  Charters  may  be  repealed. — 19.  The  Legislature 
may  at  any  time  alter,  amend,  or  repeal  the  charter  of  any 
corporation  or  the  laws  under  which  it  was  established,  or  may 
modify  or  annul  any  of  its  franchises,  duties,  and  liabilities  ; 
but  the  remedy  against  the  corporation,  its  members  or  officers, 
for  any  liability  previously  incurred,  shall  not  be  impaired 
thereby. 

30.  Authority  of  the  supreme  court  in  dissolution, 
etc. — 22.  The  supreme  court  shall  have  general  powers  in 
equity,  upon  petition  of  stockholders  holding  one-fourth  of  the 
stock  of  any  corporation,  or,  if  there  are  no  stockholders,  of 
one-fourth  of  the  members  thereof,  to  decree  the  dissolution  of 
the  corporation,  or  such  other  relief  as  may  be  just,  and  may 
make  such  final  and  interlocutory  orders,  judgments,  and 
decrees  for  the  winding  up  of  their  affairs,  the  payment  of 
their  debts,  and  the  distribution  of  their  assets,  as  justice  may 
require. 

Chap.   CLII.     Religious  Societies. 

31.  Membership    voluntary.    Withdrawals. — i.     No 

person  shall  be  liable  as  a  member  of  an  incorporated  religious 
society  without  his  express  consent  first  had  and  obtained ;  and 
any  person  may  separate  from  any  such  society  by  leaving  with 
the  clerk  thereof  a  written  notice  by  him  signed  of  his  inten- 
tion so  to  separate,  and  by  paying  all  legal  assessments  and 
arrearages  then  due  from  him  to  the  society. 

32.  Assessments  and  taxes. — 2.  Such  society  may 
assess  and  raise  money  by  taxes  upon  the  polls  and  ratable 
estates  of  the  members  thereof,  and  collect  and  appropriate  the 
same  for  its  purposes;  and  the  assessors  and  collectors,  in  assess- 
ing and  collecting  such  taxes,  shall  have  the  powers  and  be  sub- 
ject to  the  liabilities  of  similar  town  officers  in  like  cases. 

33.  Donations  to  unincorporated  society;  limita- 
tion.— 3.      If  a  donation,  gift,  or  grant  be   made   to  any  unin- 


Nfav  Hampshire.  289 

corporated  religious  society,  such  society  shall  be  a  corporation 
so  far  as  may  be  necessary  to  take,  hold,  manage,  and  use  the 
donation,  gift,  or  grant;  but  the  income  of  the  donations,  gifts, 
or  grants  to  any  such  unincorporated  religious  society  shall  not 
exceed  the  sum  of  five  thousand  dollars  a  year. 

34.  Church  officers,  corporate  bodies  for  certain  pur- 
poses.— 4.  The  trustees,  deacons,  church  wardens,  or  other 
similar  officers  of  churches  or  religious  societies,  if  citizens  of 
the  United  States,  shall  be  deemed  bodies  corporate  for  the  pur- 
pose of  taking  and  holding  in  succession  grants  and  donations, 
whether  of  real  or  personal  estate,  made  either  to  them  and 
their  successors,  or  to  their  respective  churches,  or  to  the  poor 
of  their  churches. 

35.  Ministers,  etc.,  when  deemed  corporation. — 5.    If 

the  ministers,  elders,  or  vestry  of  a  church  shall,  in  the  grants 
and  donations  mentioned  in  the  preceding  section,  have  been 
joined  with  the  deacons  or  church  wardens,  as  donees  or 
grantees,  such  officers  and  their  successors,  together  with  the 
deacons  or  church  wardens,  shall  be  deemed  the  corporation,  for 
the  purposes  of  the  grants  and  donations. 

36.  Minister  may  hold  parsonage. — 6.  The  minister 
of  a  church  or  religious  society,  of  whatever  denomination,  if  a 
citizen  of  the  United  States,  shall  be  capable  of  taking  in  suc- 
cession parsonage  land  granted  to  the  minister  and  his  succes- 
sors, or  to  the  use  of  the  ministers,  or  granted  by  any  words  of 
the  like  import,  and  may  prosecute  and  defend  in  all  actions 
touching  the  same. 

37.  Conveyance  by  trustees,  when  vahd. — 7.  No 
conveyance  of  the  lands  of  a  church  shall  be  effectual  to  pass 
the  same,  if  made  by  the  trustees  or  deacons,  without  the  con- 
sent of  the  church,  or  a  committee  of  the  church  appointed 
for  that  purpose,  or,  if  made  by  the  church  wardens,  without 
the  consent  of  the  vestry. 

38.  Conveyance  by  minister,  when  vahd. — 8.  No 
conveyance  of  lands  made  by  a  minister,  held  by  him  in  suc- 
cession, shall  be  valid  any  longer  than  he  shall  continue  to  be 
such  minister,  unless  the  conveyance  shall  be  made  with  the  con- 
sent of  the  parish  or  religious  society  of  which  he  is  a  minister, 
or  unless  he  be  a  minister  of  an  Episcopal  church  and  shall 
make  the  conveyance  with  the  consent  of  the  vestry. 


290  Religious  Corporations. 

39.  Churches  empowered  to  choose  committees  of 
audit,  etc. — 9.  The  several  churches,  other  than  those  of 
the  Episcopal  denomination,  are  authorized  to  choose  commit- 
tees for  the  purpose  of  settling  the  accounts  of  the  trustees, 
deacons,  and  other  church  officers,  and,  if  necessary,  to  com- 
mence and  prosecute  a  suit  in  the  name  of  the  church  against 
the  trustees,  deacons,  or  other  officers,  touching  the  same. 

40.  Income,  hmit  upon. — 10.  The  income  of  any  grant 
or  donation  made  to  or  for  the  use  of  a  church  shall  not 
exceed  five  thousand  dollars  a  year,  exclusive  of  the  income  of 
any  parsonage  lands  granted  to  or  for  the  use  of  the  ministry. 

41.  Neglects  or  omissions  not  to  affect  society. — 12, 

No  religious  society  or  corporation  shall  be  dissolved  or  extin- 
guished, nor  shall  its  right  or  title  to  any  property  acquired  by 
purchase,  gift,  devise,  bequest,  or  otherwise  be  in  any  waj?- 
affected  by  the  neglect  or  omission  of  the  society  or  corpora- 
tion to  hold  its  annual  meeting  or  choose  its  officers,  or  by  rea- 
son of  the  omission  or  neglect  of  its  clerk  or  any  other  officer 
to  be  sworn,  or  by  reason  of  any  informality  in  the  election  of 
its  officers  or  defect  in  its  records. 

Chap,   CLIII.     Sale,   Repairs,  and  Modifications  of  Meet- 

ing-houses. 
Sale. 

42.  Meeting-houses,  proprietors  may  sell. — i.     The 

proprietors  of  a  meeting-house  which  has  ceased  to  be  occupied 
as  a  place  of  public  worship  for  the  space  of  two  years  may 
sell  the  same  and  divide  the  proceeds  as  herein  provided, 

43.  Meeting-houses,    corporation    may   sell. — 2.     If 

the  meeting-house  belongs  to  a  corporation,  the  corporation 
may  sell  and  convey  it  as  other  corporations  may  sell  and  con- 
vey real  estate. 

44.  House  belonging  to  individuals,  meeting  how 
called. — 3.  If  it  belongs  to  individuals,  any  three  of  them 
may  call  a  meeting  of  the  proprietors  to  act  upon  the  subject, 
by  posting  a  notice  of  the  time  and  place  of  meeting  and  of  the 
subject  matter  to  be  acted  upon  at  two  or  more  public  places  in 
the  town  in  which  the  meeting-house  is  situated,  fourteen  days 
at  least  before  the  day  of  meeting,  and  by  publishing  a  like 
notice  in  some  newspaper  published  in  the  town,  if  there  be  one, 
and  if  not  in  some  newspaper  published  in  a  neighboring  town. 


New  Hampshire.  291 

45.  Proprietors  may  vote  to  sell. — 4.  At  a  meeting 
so  called,  the  proprietors  may  vote  to  sell  the  meeting-house 
and  appurtenances,  and  appoint  all  necessary  agents  to  carry 
their  votes  into  effect.  If  the  interest  of  the  proprietors  con- 
sists of  the  ownership  of  pews,  each  one  shall  have  the  right 
to  cast  one  vote  for  each  pew  owned  by  him,  and  a  majority 
vote  shall  bind  the  proprietors. 

46.  Proceeds  of  sale,  how  divided. — 5.  The  proceeds 
of  the  sale,  after  the  reasonable  expenses  incurred  in  making  it 
have  been  paid  therefrom,  shall  be  divided  among  the  parties 
interested  in  the  property  sold  according  to  their  respective 
interests. 

47.  If  disagreement,  division,  how  made. — 6.  In  case 
of  disagreement  as  to  such  division,  the  same  may  be  deter- 
mined upon  equity  proceedings  in  the  supreme  court  as  in  other 
similar  cases. 

48.  Sale,  how  made,  if  foregoing  provisions  do  not 
apply. — 7.  If  any  such  meeting-house  is  so  owned  that  the 
provisions  of  the  preceding  sections  will  not  apply,  or  it  is 
doubtful  whether  they  will  apply,  the  supreme  court,  upon  peti- 
tion of  any  party  interested  therein,  after  due  notice  and  a  hear- 
ing of  all  parties  in  interest  who  desire  to  be  heard,  may  order 
it  to  be  sold,  and  appoint  a  receiver  for  the  purpose,  and  may 
make  such  further  orders  as  may  be  necessary  to  complete  the 
sale,  and  divide  the  proceeds  among  the  parties  according  to 
their  respective  interests  in  the  property  sold. 

49.  Sale  of  occupied  house,  how  made. — 8.  Any  build- 
ing used  as  a  place  of  public  worship  may  be  sold  or  disposed  of, 
and  the  proceeds  thereof  be  appropriated  to  like  purposes,  when- 
ever three-fourths  of  all  the  proprietors  so  vote  at  a  meeting 
called  and  notified  as  provided  in  section  three*  of  this  chapter, 

50.  House  owned  by  two  or  more  societies,  how 
sold. — 9.  If  a  meeting-house  shall  be  owned  by  two  or  more 
religious  societies,  and  either  society  desires  to  terminate  the 
joint  ownership,  it  may  apply  by  petition  to  the  supreme  court 
for  an  order  for  a  sale  of  the  house  and  for  a  division  of  the 
proceeds  according  to  the  rights  of  the  owners;  and  the  court, 
after  due  notice  and  after  a  hearing  of  the  parties  who  desire  to 
be  heard,  may  make  such  orders  as  justice  and  equity  may 
require. 

*  See  No.  44,  p.  290, 


292  Religious  Corporations. 

Repairs  and  Modifications. 

51.  Meeting  for  repairs,  how  called. — 10.  If  a  majority 
in  interest  of  the  proprietors  of  a  building  used  as  a  place  of 
public  worship  desire  to  have  the  building  repaired,  or  to  remove 
it  to  another  location,  or  to  change  its  interior  arrangements 
and  accommodations,  and  have  signified  such  desire  in  writing 
to  one  of  their  number,  that  one  may  call  a  meeting  of  the  pro- 
prietors to  act  upon  the  subject  by  giving  to  each  proprietor  in 
hand,  or  leaving  at  his  abode,  or  depositing  in  the  post-ofhce 
addressed  to  him,  a  notice  stating  the  time,  place,  and  objects 
of  the  meeting,  fourteen  days  at  least  before  the  day  of  meet- 
ing. 

52.  Public  notice. — n.  If  the  residence  of  any  proprie- 
tor is  unknown,  a  like  notice  shall  be  posted  in  two  or  more  pub- 
lic places  in  the  town  in  which  the  house  is  situate,  fourteen 
days  at  least  before  the  day  of  meeting,  and  shall  be  published 
in  some  newspaper  published  in  the  town,  if  there  be  one,  and  if 
there  be  none,  in  some  newspaper  published  in  a  neighboring 
town. 

53.  Meeting,  course  of  procedure.— 12.  At  the  meet- 
ing so  called,  the  proprietors  may  act  upon  the  subjects  speci- 
fied in  the  notice  and  may  appoint  all  agents  necessary  for  the 
purpose;  and  they  may  choose  by  ballot  a  committee  consisting 
of  three  disinterested  persons  to  establish  the  proportion  that 
each  proprietor's  interest  in  the  property  bears  to  the  whole 
property.  The  expense  of  the  repairs  or  changes  so  made  shall 
be  assessed  upon  the  interests  of  the  proprietors,  according  to 
the  proportion  so  established,  and  they  shall  be  liable  to  pay 
the  same  accordingly. 

54.  Pewholders,  vote  of.— 13-  If  the  interests  of  the 
proprietors  in  the  building  arise  from  the  ownership  of  pews, 
they  shall  be  entitled  to  one  vote  for  each  pew  owned  by  them, 
upon  all  matters  before  the  meeting. 

55.  Lien  upon  shares  of  proprietors. — 14-  The  pro- 
prietors shall  have  a  lien  upon  each  one's  interest  in  the  prop- 
erty for  the  payment  of  his  proportionate  share  of  the  expense 
so  incurred  until  the  share  is  paid,  with  interest  and  incidental 
charges. 

56.  Defaulting  proprietor,  interest  may  be  sold.— 

15.     If  any  proprietor  fails  to  pay  his  proportionate  share  of 


New  Hampshire.  293 

the  expense  within  one  year  after  the  repairs  or  changes  are 
completed,  the  proprietors  may  sell  his  interest  in  the  property 
at  auction  in  the  manner  provided  for  the  sale  of  personal 
property  upon  which  a  lien  exists,  and  may  apply  the  proceeds 
in  like  manner  and  shall  make  like  return  of  their  proceedings. 

57.  Conveyance  in  case  of  sale,  valid. — 16.  In  case 
of  sale,  the  proprietors  may  by  their  agent  make  a  valid  con- 
veyance of  the  interest  so  sold  to  the  purchaser. 

58.  Pewholcler  may  convey  interest. — 17.  If  a  pew- 
holder,  before  the  removal  or  changes  in  the  interior  arrange- 
ments and  accommodations  of  a  house  are  commenced,  shall 
offer  to  convey,  and  if  requested  shall  actually  convey,  to  the 
other  pewholders,  or  any  of  them,  his  interest  in  the  house,  for 
a  price  mutually  agreed  upon  or  to  be  determined  by  ine  com- 
mittee chosen  by  the  pewholders  to  establish  their  proportionate 
interests  in  the  property,  he  shall  not  be  holden  for  the  payment 
of  any  portion  of  the  expense  of  the  removal  or  changes  sub- 
sequently made. 

59.  Repairs  by  town. — 18.  If  a  town  shall  vote  to 
repair  for  town  purposes  a  meeting-house  built  by  the  town,  it 
shall  cause  the  pews  therein  to  be  appraised  by  a  committee  of 
three  disinterested  persons,  and  shall  pay  to  the  pewholders  the 
full  value  of  their  respective  interests,  as  determined  by  such 
appraisal,  upon  demand. 

60.  Dissatisfied  pewholder. — 19.  Any  pewholder  dis- 
satisfied with  the  appraisal  of  his  interest,  or  such  town,  may 
appeal  to  the  next  trial  term  of  the  supreme  court  for  the 
county  in  which  such  house  is  situated,  upon  which  appeal  the 
same  proceedings  shall  be  had  as  in  the  case  of  appeals  from 
the  assessment  by  selectmen  of  damages  for  land  taken  for 
highways. 

Chap.  CCXX.     Attachments. 

Of  .   .   .   .,   Pews, etc. 

61.  Pews  are  personal  property. — 14.  Pews  or  seats 
in  a  meeting-house  or  a  place  of  public  worship  shall  be  deemed 
personal  property,  and  may  be  attached  by  leaving  an  attested 
copy  of  the  writ  and  of  the  officer's  return  thereon  with  the 
town  clerk  of  the  town  in  which  the  meeting-house  is. 


294  Religious  Corporations. 

Chap.  CCXXXII.     Levy  of  Executions  on  Personal 
Property. 

62.  Pews  sold  on  notice  to  debtor,  or  left  with  town 
clerk. — II.  Pews  or  seats  in  meeting-houses  may  be  taken, 
advertised,  and  sold  on  execution  in  the  same  manner  as  other 
personal  property,  except  that  if  there  has  been  no  previous 
attachment  the  debtor  shall  be  notified  by  the  officer  of  the  time 
and  place  of  sale  of  the  pew  or  seat,  by  giving  to  him  a  notice 
in  writing,  or  leaving  such  notice  at  his  abode,  if  he  resides  in 
the  town,  otherwise  with  the  town  clerk ;  and  the  time  of  giv- 
ing or  leaving  such  notice  shall  be  deemed  the  time  of  taking 
such  property. 

Particular  Denominations. 

63.  Chap.  CLII,  Section  ii,  makes  the  Overseers  of 
Quakers  trustees  of  their  societies. 

The  Constitution,  Part  I,  Bill  of  Rights,  Section  6,  author- 
izes parishes,  etc.,  to  employ,  at  their  own  expense,  public 
Protestant  teachers  of  piety,  religion  and  morality.     See  p.  282. 


NEW  JERSEY. 


CONSTITUTION.     Article   I. 
[In  effect  June  29,  1844.] 

1.  Taxes,  etc.,  cannot  be  levied  for  church  support. — 

3.  No  person  shall  be  deprived  of  the  inestimable  privilege  of 
worshiping  Almighty  God  in  a  manner  agreeable  to  the  dictates 
of  his  own  conscience ;  nor,  under  any  pretense  whatever,  be 
compelled  to  attend  any  place  of  worship  contrary  to  his  faith 
and  judgment  ;  nor  shall  any  person  be  obliged  to  pay  tithes, 
taxes  or  other  rates  for  building  or  repairing  any  church  or 
churches,  place  or  places  of  worship,  or  for  the  maintenance  of 
any  minister  or  ministry,  contrary  to  what  he  believes  to  be 
right,  or  has  deliberately  and  voluntarily  engaged  to  perform. 

2.  No  gifts  of  public  money  alio  wed. — 20.  No  donation 
of  land  or  appropriation  of  money  shall  be  made  by  the  State  or 
any  municipal  corporation  to  or  for  the  use  of  any  society,  asso- 
ciation or  corporation  whatever. 

Article  IV. 

3.  General  laws  to  be  passed. — VII.  Par.  n.  The  legis- 
lature shall  pass  no  special  act  conferring  corporate  powers,  but 
they  shall  pass  general  laws  under  which  corporations  may  be 
organized  and  corporate  powers  of  every  nature  obtained,  sub- 
ject, nevertheless,  to  repeal  or  alteration  at  the  will  of  the 
legislature. 


STATUTES. 
I.   Provisions  of  General  Corporation  Statutes.* 

(An  Act  Concerning  Corporations.     Revision — Approved  April 

7,  1875.) 

I.     Powers. 

4.  Powers  specified. — i.     Every   corporation,  as  such, 
shall  be  deemed  to  have  power- 

*  See  note  to  No.  lo,  p.  297. 

(295) 


296  Religious  Corporations. 

(i)  To  have  succession,  by  its  corporate  name,  for  the  period 
limited  in  its  charter  or  certificate  of  incorporation,  and  when 
no  period  is  limited,  perpetually,  except  so  far  as  the  constitu- 
tion otherwise  provides  concerning  banks  or  money  corporations ; 

(2)  To  sue  and  be  sued,  complain  and  defend  in  any  court 
of  law  or  equity ; 

(3)  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure ; 

(4)  To  hold,  purchase  and  convey  such  real  and  personal 
estate  as  the  purposes  of  the  corporation  shall  require,  not  ex- 
ceeding the  amount  limited  in  its  charter,  and  all  other  real 
estate  which  shall  have  been  bona  fide  mortgaged  to  the  said 
company  by  way  of  security,  or  conveyed  to  them  in  satisfac- 
tion of  debts  previously  contracted  in  the  course  of  dealings,  or 
purchased  at  sales  upon  judgment  or  decree  which  shall  be 
obtained  for  such  debts  ;  and  to  mortgage  any  such  real  or  per- 
sonal estate  with  their  franchises  ;  the  power  to  hold  real  and 
personal  estate  shall  include  the  power  to  take  the  same  by 
devise  or  bequest ;  provided,  however,  that  nothing  herein  con- 
tained shall  prohibit  manufacturing  or  trading  corporations 
from  accommodating  their  customers  by  making  payments  or 
disbursements  out  of  any  sum  of  money  received  from  such 
customers ; 

(5)  To  appoint  such  subordinate  officers  and  agents  as  the 
business  of  the  corporation  shall  require,  and  to  allow  them  a 
suitable  compensation ; 

(6)  To  make  by-laws  not  inconsistent  with  the  constitution 
or  laws  of  the  United  States  or  of  this  State,  fixing  and  altering 
the  number  of  its  directors,  for  the  management  of  its  property, 
the  regulation  and  government  of  its  affairs,  and  for  the  trans- 
fer of  its  stock,  with  penalties  for  the  breach  thereof  not  exceed- 
ing twenty  dollars; 

(7)  To  wind  up  and  dissolve  itself,  or  be  wound  up  and  dis- 
solved in  manner  hereafter  mentioned. 

5.  Powers  vested  in  every  corporation. — 2.  The  pow- 
ers enumerated  in  the  preceding  section  shall  vest  in  every  cor- 
poration that  shall  hereafter  be  created,  although  they  may  not 
be  specified  in  its  charter,  or  in  the  act  or  certificate  under  which 
it  shall  be  incorporated.      {Sec  Nos.  8  and  9.) 

6.  Limit  upon  powers. — 3.  In  addition  to  the  powers 
enumerated  in  the  first  section  of  this  act,  and  to  those  expressly 
given  in  its  charter,  or  in  the  act  or  certificate  under  which  it 


New  Jersey.  297 

is  or  shall  be  incorporated,  no  corporation  shall  possess  or  exer- 
cise any  corporate  powers,  except  such  as  shall  be  necessary  to 
the  exercise  of  the  powers  so  enumerated  and  given. 

7.  Charters  may  be  repealed,  altered  or  suspended 
by  legislature. — 6.  The  charter  of  every  corporation  which 
shall  hereafter  be  granted  by  or  created  under  any  of  the  acts 
of  the  legislature,  shall  be  subject  to  alteration,  suspension  and 
repeal,  in  the  discretion  of  the  legislature. 

8.  Corporation  sole  has  all  powers  granted  in  general 
act. — 8.  If  any  act  shall  hereafter  be  passed  by  the  legislature 
of  this  State  which  shall  by  its  terms  enact  that  any  person 
therein  named  or  described  shall  be  incorporated  by  any  name 
and  for  any  purpose  therein  stated,  such  corporation  shall  im- 
mediately be  vested  with  and  possessed  of  all  powers  in  this  act 
specified  and  set  forth,  subject  to  all  provisions  and  restrictions 
therein  contained,  unless  such  special  act  incorporating  the 
same  shall  otherwise  in  whole  or  in  part  direct  to  the  contrary. 
[Sec  sections  2  and  9,  Nos.  5  and  9.) 

9.  Company  organized  under  any  general  law  has  all 
the  powers  granted  in  this  act. — 9.  Any  corporation 
organized  under  any  general  law  of  the  legislature  now  or  here- 
after to  be  passed,  shall,  in  addition  to  the  powers  and  restric- 
tions thereon  to  which  it  may  become  subject  or  of  which  it 
shall  be  possessed  by  virtue  of  its  organization  and  the  act 
authorizing  the  same,  be  additionally,  possessed  of  all  powers 
and  be  subject  to  all  restrictions  thereon  in  this  act  contained, 
as  far  as  the  same  are  consistent  with  the  act  under  which  it 
may,  as  aforesaid,  be  organized.  {Sec  sections  2,  8,  Nos.  5 
and  8.) 

II.     Formation,  Dissolution,  etc. 

10.  Purposes  of  formation.* — 10.  It  shall  be  lawful  for 
three  or  more  persons  to  associate  themselves  into  a  company 
to  carry  on  ...  .  any  lawful  business  or  purpose,  whatever,  upon 
making  and  filing  a  certificate  in  writing  of  their  organization, 
in  manner  hereinafter  mentioned,  f 

*The  majority  of  the  provisions  of  the  General  Corporation  Act  from  this  section  for- 
ward, appear  to  apply  only  to  corporations  for  profit.  The  sections  given  in  this  com- 
pilation appear  to  apply  to  all  corporations. 

+  See  for  Religions  Coi-porations  No.  25,  p.  302.  The  provisions  in  the  General  Act  for 
corporations  in  the  matter  of  formation  appear  to  apply  only  to  corporations  with  stock- 
holders,, 


298  Religious  Corporations. 

V.      Remedies. 
I.     Against  the  Corporation. 

11.  Directors  to  be  trustees  on  dissolution. — 57.  Upon 
the  dissolution  in  any  manner  of  any  corporation  already  created 
or  which  may  hereafter  be  created  by  or  under  any  law  of  this 
State,  the  president  and  directors,  or  the  managers  of  the 
affairs  of  the  said  corporation  at  the  time  of  its  dissolution,  by 
whatever  name  they  may  be  known  in  law,  shall  be  trustees  of 
such  corporation,  with  full  power  to  settle  the  affairs,  collect  the 
outstanding  debts,  and  divide  the  moneys  and  other  property 
among  the  stockholders  after  paying  the  debts  due  and  owing 
by  such  corporation,  at  the  time  of  its  dissolution,  as  far  as  such 
moneys  and  property  shall  enable  them. 

12.  Powers  and  liabilities  of  such  trustees. — 58.     The 

persons  constituted  trustees  as  aforesaid,  shall  have  authority 
to  sue  for  and  recover  the  aforesaid  debts  and  property,  by  the 
name  of  the  trustees  of  such  corporation,  describing  it  by  its 
corporate  name,  and  shall  be  suable  by  the  same  name,  or  in 
their  own  names  or  individual  capacities,  for  the  debts  owing 
by  such  corporation  at  the  time  of  its  dissolution,  and  shall  be 
jointly  and  severally  responsible  for  such  debts,  to  the  amount 
of  the  moneys  and  property  of  such  corporation  at  the  time  of 
its  dissolution,  and  which  shall  come  to  their  hands  or  posses- 
sion. 

13.  Continuance  of  corporate  existence  for  settling 
up  business. — -59.  All  such  corporations  whether  they  expire 
by  their  own  limitation,  or  shall  be  annulled  by  the  legislature 
or  otherwise  dissolved,  shall  nevertheless  be  continued  bodies 
corporate  for  the  purpose  of  prosecuting  and  defending  suits  by 
or  against  them,  and  of  enabling  them  gradually  to  settle  and 
close  their  concerns,  to  dispose  of  and  convey  their  property, 
and  to  divide  their  capital  stock,  but  not  for  the  purpose  of  con- 
tinuing the  business  for  which  such  corporation  may  be  estab- 
lished. 

14.  On  dissolution  directors  may  be  continued  as 
trustees,  or  a  receiver  may  be  appointed. — 60.  When 
any  corporation  shall  be  dissolved  in  any  manner  whatever,  the 
chancellor,  on  application  of  any  creditor  or  stockholder  of 
such  corporation  at  any  time,  may  either  continue  such  direc- 
tors trustees  as  aforesaid,  or  appoint  one  or  more  persons  to  be 


New  Jersey.  2gg 

receivers  of  and  for  such  corporation,  to  take  charge  of  the 
estate  and  effects  thereof,  and  to  collect  the  debts  and  property 
due  and  belonging  to  the  company,  with  power  to  prosecute  and 
defend,  in  the  name  of  the  corporation  or  otherwise,  all  such 
suits  as  may  be  necessary  or  proper  for  the  purpose  aforesaid, 
and  to  appoint  an  agent  or  agents  under  them,  and  to  do  all 
other  acts  which  might  be  done  by  such  corporation,  if  in  being, 
that  may  be  necessary  for  the  final  settlement  of  the  imfinished 
business  of  the  corporation ;  and  the  powers  of  such  trustees  or 
receivers  may  be  continued  as  long  as  the  chancellor  shall  think 
necessary  for  the  purposes  aforesaid.    . 

15.  Chancellor  has  full  jurisdiction. — 6i.  The  chan- 
cellor shall  have  jurisdiction  of  said  application  and  of  all 
questions  arising  in  the  proceedings  thereon,  and  may  make 
such  orders,  injunctions,  and  decrees  therein  as  justice  and 
equity  shall  require. 

16.  Receivers  to  pay  debts  and  distribute  balance 
among  stockholders. — 62.  The  said  trustees  or  receivers 
shall  pay  all  debts  due  from  the  corporation,  if  the  funds  in  their 
hands  shall  be  sufficient  therefor,  and  if  not,  they  shall  dis- 
tribute the  same  ratably  among  all  the  creditors  who  shall 
prove  their  debts  in  the  manner  that  shall  be  directed  by  an 
order  or  decree  of  the  court  for  that  purpose  ;  and  if  there  shall 
be  any  balance  remaining  after  the  payment  of  such  debts  and 
necessary  expenses,  they  shall  distribute  and  pay  the  same  to 
and  among  those  who  shall  be  justly  entitled  thereto,  as  having 
been  stockholders  of  the  corporation,  or  their  legal  representa- 
tives. 

17.  Dissolution  of  corporation  does  not  abate  suits.* 
— 65.  In  any  action  now  [dejpending  or  to  be  commenced  in 
any  court  of  record  of  this  State,  against  any  corporation  now 
or  heretofore  existing,  or  that  may  be  created  hereafter,  if  said 
corporation  become  dissolved,  by  the  expiration  of  its  charter 
or  otherwise,  before  final  judgment  obtained  therein,  the  said 
action  shall  not  abate  by  reason  thereof;  but  the  dissolution  of 
said  corporation  being  suggested,  and  the  names  of  the  trustees 
[or  other  legal  representatives]  of  said  corporation  being  en- 
tered upon  the  record,  the  said  [same]  action  shall  proceed  to 
final  judgment  against  said  trustees  or  other  legal  representa- 
tives by  the  name  of  the  corporation. 

*  Section  92  is  similar  in  wording  with  the  exception  of  the  words  enclosed  in  brackets. 


300  Religious  Corporations. 

18.  Provisions  relative  to  insolvency  do  not  apply  to 
religious  societies.* — 86.  Nothing  in  this  act  contained  re- 
lating to  insolvent  corporations  shall  apply  to  any  incorporated 
literary  or  religious  society,  or  any  corporation  not  formed  for 
the  purposes  of  gain,  or  destroy  or  impair  any  right  or  remedy 
already  existing  against  any  incorporated  company. 

[Supplement  of  Feb.  21,  1877,  as  amended  Mar.  21,  1893.] 

19.  Any  corporation  may  change  its  name. — It  shall 
be  lawful  for  any  corporation  existing  under  and  by  virtue 
of  the  laws  of  this  State,  whether  created  by  special  charter  or 
otherwise,  to  change  its  corporate  name  by  a  two-thirds  vote  of 
the  board  of  directors  or  managers  of  such  corporation,  who 
shall  be  present  at  a  regular  or  special  meeting  called  for  that 
purpose ;  provided  that  the  corporation  cause  to  be  made  and 
filed  a  certificate  in  writing,  in  manner  hereinafter  mentioned ; 
such  certificate  in  writing  shall  set  forth : 

I,  The  name  of  such  corporation  in  use  immediately  pre- 
ceding the  vote,  and  making  and  filing  the  said  certificate ; 

2  The  name  assumed  to  designate  such  corporation  and  to 
be  used  in  its  business  and  dealings  in  the  place  and  stead  of 
that  referred  to  in  the  last  preceding  paragraph,  and  which  said 
certificate  shall  be  signed  by  the  board  of  directors,  or  a  majority 
of  said  board,  and  recorded  in  pursuance  of  the  act  to  which 
this  is  a  supplement,  and  in  the  office  of  the  clerk  of  the  county 
where  the  principal  office  or  place  of  business  of  such  corpora- 
tion in  this  State  shall  be  established;  and  after  being  so 
recorded  shall  be  filed  in  the  office  of  the  secretary  of  State ; 
and  to  which  certificate  shall  be  affixed  the  official  seal  of  said 
board  and  the  affidavit  of  the  secretary  or  acting  secretary  of 
such  corporation,  that  the  said  certificate  is  made  by  the 
authority  of  the  board  of  directors  or  managers  of  such  corpora- 
tion, as  expressed  by  a  two-thirds  vote  of  the  members  present 
at  a  regular  or  special  meeting  of  said  board  called  for  that 
purpose. 

20.  Change  not  effected  until  certificate  actually 
filed.  Liability  and  pending  suits  not  affected. — 2.  No 
change  in  the  name  of  any  corporation,  under  the  provisions  of 
this  act  shall  be  deemed  effected  until  the  said  certificate,  made 
and  recorded  as  aforesaid,  shall  be  actually  filed  in  the  office  of 
the  secretary  of  State,  as  herein  directed ;  but  no  such  change 

*The  provisions  for  insolvency  differ  from  those  for  dissolution. 


New  Jersey  301 

shall  in  manner  lessen  or  impair  any  liability  of  such  corpora- 
tion incurred  or  existing-  at  the  time  such  change  of  name  shall 
be  made,  which  liability  shall  continue  and  be  capable  of  being 
enforced  against  such  corporation  by  its  name  as  so  changed, 
or  by  its  original  name  ;  and  no  suit  pending  at  the  time  of 
such  change  of  name  shall  abate  by  reason  thereof,  but  the 
same  may  be  prosecuted  to  the  judgment  and  execution  in  the 
original  name  of  such  corporation,  and  under  any  such  execu- 
tion of  the  property  of  said  corporation,  whether  held  by  its 
original  or  amended  name,  may  be  levied  on  and  sold  to  satisfy 
such  judgment. 

[Act  of  Feb.  25,  1880.] 

21.  Corporation   may   remove    principal    office. — It 

shall  be  lawful  for  any  corporation  existing  under  and  by  virtue 
of  the  laws  of  this  State,  whether  created  by  special  charter  or 
otherwise,  to  locate  its  principal  office  at  such  place  in  this 
State  as  may  be  for  the  best  interests  of  its  business,  irrespec- 
tive of  the  location  of  the  principal  office  named  in  the  charter 
or  articles  of  organization  of  the  corporation;  provided,  that 
such  corporation  cause  to  be  made  and  filed  a  certificate  in 
writing,  in  manner  hereinafter  mentioned ;  such  certificate 
shall  set  forth,  first,  the  name  of  such  corporation  and  the  city 
or  town  in  which  it  is  located  by  charter,  or  in  which  its  prin- 
cipal office  had  previously  been  located;  and,  second,  the  place, 
town  or  city  in  which  it  proposes  to  locate  the  principal  office  for 
its  business  and  dealings  in  the  place  and  stead  of  that  referred  to 
in  last  preceding  paragraph,  and  which  said  certificate  shall  be 
signed  by  the  board  of  directors,  or  a  majority  of  said  board, 
and  filed  in  the  office  of  the  secretary  of  State,  and  to  which 
certificate  shall  be  affixed  the  official  seal  of  said  board  and  the 
affidavit  of  the  secretary  or  acting  secretary  of  such  corporation 
that  the  said  certificate  is  made  by  the  authority  of  the  board  of 
directors  or  managers  of  such  corporation,  as  expressed  by  a 
two-thirds  vote  of  the  members  present  at  a  regular  or  special 
meeting  of  said  board  called  for  that  purpose;  provided,  such 
removal  is  not  outside  of  this  State. 

[Act  of  Mar.  23,  1883.] 

22.  Foreign  benevolent  corporations  may  hold  land 

m  this  State. —  i.      It  shall  be  lawful  for  foreign  corporations, 
created  and  organized  for  charitable  or  benevolent  purposes,  to 


302  Religious  Corporations. 

hold,  mortgage,  lease  and  convey  such  real  estate  in  this  State 
as  may  be  devised  or  conveyed  to  them  for  the  purpose  of  their 
creation,  anything  in  the  laws  of  this  State  to  the  contrary  not- 
withstanding.    (See  No.  4,  p.  286.) 

[Act  of  Mar.  7,  1888.] 

23.  Corporation  not  to  assume  a  name  already  in 
use. — I.  No  corporation  to  be  organized  under  the  laws  of  this 
State  shall  assume  or  use  a  name  or  title  already  in  use  by  an- 
other corporation  so  organized,  or  so  nearly  similar  to  the  name 
or  title  of  any  other  corporation  of  this  State  as  to  lead  to  im- 
certainty  and  confusion. 

[Act  of  April  24,  1894.] 

24.  Religious  and  charitable  associations  may  file 
papers  without  payment  of  fees. — i.  The  fees  and  taxes 
required  by  law  to  be  paid  to  the  secretary  of  State  on  filing  in 
the  department  of  State  any  certificate  or  other  paper  relative 
to  corporations,  shall  not  apply  to  or  be  collected  from  incor- 
porated religious  or  charitable  societies  or  associations;  and  all 
certificates  or  other  papers  relative  to  such  societies  or  associa- 
tions may  be  filed  in  the  department  of  State  without  the  pay- 
ment of  any  fee  or  tax.* 

2.     PiiovisioNS  OF  Statutes  relating  to  Religious  Societies. 

(a)    Incorporation^  hozu  effected  and  perpetuated  zvitJi  General 

Powers. 

[Revision  Approved  Apl.  9,  1875,  as  amended,  Mar.  14,  1879.] 

25.  Meeting  for  incorporation  and  election  of  trus- 
tees.— I.  That  every  religious  society  or  congregation  of 
Christians  entitled  to  protection  in  the  free  use  of  their  religion 
by  the  constitution  and  laws  of  this  State,  are  hereby  author- 
ized to  assemble  at  their  usual  place  of  meeting  for  public  wor- 
ship, at  any  time  by  them  to  be  agreed  upon,  giving  at  least 
ten  days'  notice  of  the  time  and  purpose  of  assembling,  by  an 
advertisement  set  up  in  open  view  at  or  near  such  place  of 
meeting;  when  so  assembled  may,  by  plurality  of  voices  of 
such  of  the  members  of  said  society  or  congregation  who  regu- 
larly contribute  to  the  support  of  such  society  or  congregation, 
male  and  female  over  twenty-one  years  of  age,  as  are  present, 

*See  No.  39.  p.  307. 


Nkw  Jersey.  303 

elect  any  number  of  said  society  or  congregation  to  be  trustees ; 
which  said  trustees  and  their  successors  in  office  are  hereby 
constituted  a  body  politic  and  corporate  in  law  by  whatever 
name  they  shall  assume,  agreeably  to  the  directions  of  this  act. 

26.  Name  certified  and  recorded. — 2.  The  said  trus- 
tees, when  they  take  upon  themselves  a  name,  shall  certify  such 
name  under  their  hands  and  seals,  and  transmit  such  certificate 
to  the  clerk  of  the  court  of  common  pleas  of  the  county,  whose 
duty  it  shall  be  instantly  to  record  the  same,  for  which  he  shall 
be  entitled  to  receive  one  dollar.  And  thereupon  the  said  trus- 
tees shall  be  known  and  distinguished  in  law  by  the  name  of 
incorporation  so  taken,  certified  and  recorded. 

27.  Power  to  hold  property. — 3.  The  said  trustees  and 
their  successors  shall,  by  such  name  of  incorporation,  be  able 
and  capable  to  acquire,  purchase,  receive,  have  and  hold  any 
lands,  tenements,  hereditaments,  legacies,  donations,  moneys, 
goods  and  chattels  in  trust  for  the  use  of  said  society  or  congre- 
gation, to  an  amount  in  value  not  exceeding  two  thousand 
dollars  a  year,  and  the  same  or  any  part  thereof  to  sell,  grant, 
assign,  demise,  alien,  and  dispose  of;  to  sue  or  be  sued,  implead 
or  be  impleaded,  in  any  court  of  law  or  equity ;  to  make  and 
use  a  common  seal,  and  the  same  to  alter  and  renew  at  their 
pleasure. 

28.  How  board  perpetuated. — 4.  For  perpetuating 
a  line  of  succession  in  the  trustees  of  every  religious  society 
or  congregation  which  has  been  dul}-  incorporated,  it  shall 
and  may  be  lawful  for  the  persons  composing  such  congre- 
gation to  assemble  at  any  time  they  may  think  proper,  giv- 
ing notice  thereof  as  is  by  law  directed  for  the  first  election 
of  trustees,  in  order  to  elect  any  other  trustee  or  trustees,  in 
the  place  or  stead  of  those  or  any  of  those  before  elected,  in 
case  they  see  cause  for  the  removal  of  the  said  trustees;  pro- 
vided, such  removal  shall  not  be  in  less  than  one  year  after  his 
or  their  election  into  office;  and  also  to  fill  up  the  vacancy 
which  may  be  occasioned  by  the  expiration  of  the  term  of  office 
of  any  such  trustee  or  trustees,  or  by  the  death  or  resignation 
of  any  trustee,  or  by  his  moving  out  of  the  limits  of  the  said 
society  or  congregation;  at  any  meeting  called  for  the  purpose 
aforesaid,  it  shall  be  lawful  for  any  person  to  vote,  being 
twenty-one  years  of  age,  male  or  female,  who  is  a  regular 
attendant  upon  the  services  of  such  society  or  congregation, 

24 


304 


Religious  Corporations. 


and  not  elsewhere,  and  who  contributes  regularly  to  the  sup- 
port of  such  society  or  congregation,  according  to  his  or  her 
engagements,  whether  as  a  pewholder  or  by  subscription; 
Provided,  That  no  person  shall  vote  at  any  election  of  trustees 
as  aforesaid  who  is  not  qualified  to  vote  in  accordance  with  any 
limitation,  condition,  restriction  or  trust  contained  in  the  deed 
for  the  church  site  or  other  real  estate  owned,  held  or  occupied 
by  such  society  or  congregation ;  a.n.6.  Provided,  further,  That  in 
elections  for  trustees  of  religious  societies  or  congregations  of 
the  denomination  known  as  Baptists  the  persons  entitled  to 
vote  shall  be  such  as  have  heretofore  by  the  rules  and  practice 
of  said  denomination  been  deemed  qualified  to  vote,  to  wit,  all 
members  thereof  in  good,  full  and  regular  standing.  [As 
amended,  May  15,  1894.] 

29.  President  and  his  powers. — 5.  Such  corporation 
may  elect,  annually,  or  oftener  if  necessary  or  expedient,  one 
of  their  number  to  be  their  president,  who  is  hereby  empowered 
to  convene  the  said  corporation  as  occasion  may  require;  and 
preside  at  the  meetings  thereof,  and  execute  all  contracts,  and 
in  case  of  his  absence,  sickness,  death,  resignation,  refusal  to 
act,  or  moving  out  of  the  limits  of  the  said  religious  society  or 
congregation,  then  the  said  office  of  president  shall  devolve  on 
the  senior  trustee,  for  the  time  being,  who  shall  occupy  the 
same  until  the  return  or  recovery  of  the  president,  or  the 
election  of  another. 

30.  Election  of  secretary  and  his  duties. — 6.  Such 
corporations  may  elect  annually,  or  oftener  if  necessary  or 
expedient,  one  of  their  own  members  to  be  secretary,  who  shall 
keep  the  minutes  and  enter  the  orders,  acts  and  proceedings  in 
a  book,  to  be  kept  for  that  purpose,  and  who  shall  have  the 
custody  of  the  common  seal,  and  the  papers,  deeds,  writings, 
documents  and  books  of  or  relating  to  the  said  corporation ;  and 
upon  application  to  the  secretary,  any  member  of  the  said 
religious  society  or  congregation  shall  have  free  access  to  all 
the  papers,  deeds,  writings,  minutes,  documents  and  books  of  or 
belonging  to  the  said  corporation,  and  upon  the  death,  resigna- 
tion, removal  or  expiration  of  the  office  of  secretary,  or  elec- 
tion of  a  new  one,  the  common  seal  and  all  minutes,  papers, 
deeds,  writings,  documents  and  books  of  or  belonging  to  such 
corporation,  shall  be  delivered  to  his  successor  in  office,  on  the 
oath  of  the  preceding  secretary,  or  in  case  of  his  death,  on  the 


New  Jersey.  305 

oath  of  his  executors  or  administrators,  under  such  pecuniary- 
penalty  as  said  corporation  shall  have  previously  fixed,  to  be 
recovered  with  costs  by  action  of  debt,  in  the  name  and  for  the 
use  of  the  corporation. 

31.  Election  of  treasurer  and  his  duties. — 7.     At  the 

said  annual  or  other  election  it  shall  and  may  be  lawful  for  such 
corporation  to  elect  one  of  their  own  members  to  be  treasurer, 
who  shall  have  charge  of  the  moneys  of  the  said  corporation, 
and  keep  a  correct  account  of  the  receipts  and  disbursements  of 
the  same,  and  at  each  annual  election  for  officers  of  said  cor- 
poration, render  to  said  religious  society  a  true  statement  in 
writing  of  the  receipts  and  disbursements  of  the  said  corpora- 
tion for  the  preceding  year,  and  upon  the  death,  resignation, 
removal  or  expiration  of  the  office  of  treasurer,  or  election  of  a 
new  one,  all  the  books,  accounts,  vouchers  and  documents  in 
the  hands  of  such  treasurer,  belonging  to  such  corporation  shall 
be  delivered  to  his  successor  in  office. 

32.  Power  to  sell  and  convey  real  estate. — 8.  It 
shall  be  lawful  for  any  religious  society  in  this  State,  however 
incorporated,  to  purchase  and  hold  and  also  to  convey  and  dis- 
pose of  any  real  estate,  which  they  may  deem  necessary  and 
expedient;  Provided^  That  the  same  shall  not  be  used  by  the 
religious  corporation  acquiring  the  same  for  any  other  purpose 
than  the  rendering  and  maintaining  in  any  building  now 
or  hereafter  erected  upon  such  real  estate,  the  worship  of 
Almighty  God,  and  the  furtherance  of  religion  according  to 
the  tenets  and  forms  of  worship  of  the  religious  denomination 
to  which  such  religious  society  belongs,  or  for  education,  or  the 
administration  of  charity  to  the  bodies  or  souls  of  men ;  any 
conveyance  or  agreement  by  and  between  any  religious  corpo- 
rations, intended  for  the  purposes  aforesaid  by  or  under  the 
authority  of  such  corporations,  now  made  or  hereafter  to  be 
made,  is  hereby  declared  to  be  valid  and  effectual  in  law ;  the 
proceedings,  orders  and  acts  of  a  majority  of  all  the  members 
of  the  said  corporation,  but  not  of  a  less  number,  shall  be  valid 
and  effectual  in  law. 

(b)   Of  annual  meetings  ;  trustees  and  other  officers. 
[Act  of  Mar.  22,  1883.] 

33.  Annual  meeting. — It  shall  and  may  be  lawful  for 
any  church  or  other  religious  society  heretofore  incorporated 


3o6  Religious  Corporations. 

by  special  act  of  the  legislature  of  this  State  at  any  annual 
meeting-,  to  designate,  by  the  majority  of  the  members  present 
duly  qualified  to  vote,  the  time  and  place  at  which  they  will 
hold  their  annual  meeting  thereafter,  any  special  act  or  law  to 
the  contrary  notwithstanding. 

[Act  Mar.  14,  1879.] 

34.  Majority  of  trustees  must  be  members. — Here- 
after in  the  election  of  the  trustees  of  any  religious  society 
incorporated  by  special  acts,  it  shall  not  be  necessary  as  a  qual- 
ification for  such  election  that  such  trustees  shall  be  members 
of  the  church  in  which  such  corporation  exists ;  Provided  akvays, 
That  they  are  attending  members  of  the  congregation,  and  con- 
tribute to  the  support  of  the  church  of  which  they  may  be 
elected  trustees;  and  Provided  also,  That  at  least  a  majority  of 
the  trustees  elected  shall  be  members  of  such  churches  in  good 
and  regular  standing. 

[Act  Mar.  9,  1887.] 

35.  Election  of  treasurer. — i.  It  shall  and  may  be 
lawful  for  every  religious  society  or  congregation  of  Chris- 
tians, when  assembled,  according  to  the  laws  of  this  State,  for 
the  election  of  trustees  of  such  society  or  congregation,  to 
annually  elect,  in  the  same  manner  and  at  the  same  time  as  the 
trustees  are  elected,  a  person  to  be  the  treasurer  of  such  relig- 
ious society  or  congregation,  who,  when  so  elected,  shall  also 
be  the  treasurer  and  an  ex-officio  member  of  the  board  of  trus- 
tees of  such  religious  society  or  congregation. 

36.  May  provide  for  election  and  number  of  trustees. 
— 2.  Such  religious  society  or  congregation  may  at  such 
annual  meeting  provide  by  by-law  or  resolution  for  the  election 
of  its  trustees  for  three  years,  but  in  such  case  at  the  first  elec- 
tion held  under  this  act  the  number  of  trustees  of  such  religious 
society  or  congregation  shall  be  fixed  by  the  society  or  congre- 
gation and  shall  be  divided,  as  near  as  can  be,  into  three  equal 
numbers,  of  whom  one  part  shall  be  elected  for  one  year,  one 
part  for  two  years,  and  one  part  for  three  years,  and  then 
annually  thereafter  the  terms  of  those  expiring  shall  be  filled 
for  a  period  of  three  years ;  vacancies  occurring  for  any  cause 
shall  be  filled  for  the  unexpired  term  only. 

37.  Annual  meetings,  by  whom  and  how  called. — 

%.  The  annual  meetings  for  the  election  of  trustees  and  the 


New  Jersey.  _  307 

treasurer  of  any  religious  society  or  congregation  shall  be  called 
by  the  board  of  trustees  thereof  and  upon  a  ten  days'  notice,  as 
provided  by  law,  signed  by  the  secretary  of  said  board  and 
posted  as  required  by  statute,  and  such  meeting  when  convened 
shall  select  its  own  officers  and  determine  its  own  rules  of  pro- 
cedure. 

(c)   Change  of  Corporate  Najne  ;  Officers,  etc. 
[Approved  Mar.  11,  1874.] 

38.  Change  of  name,  how  effected.* — i.  Any  church 
that  has  been  heretofore  or  may  hereafter  be  incorporated 
under  and  by  the  laws  of  this  State,  may  change  its  cor- 
porate name  or  title  and  assume  another  name  or  title,  by 
resolution  passed  at  a  meeting  of  its  trustees,  consistory  or 
other  body,  by  whatever  name  the  same  may  be  called,  having 
management  of  the  temporalities  of  said  church;  such  resolu- 
tion shall  be  certified  under  its  corporate  seal,  and  proved  in 
the  same  manner  as  deeds  for  lands  are  required  to  be  proved, 
and  when  filed  in  the  office  of  the  clerk  of  the  county  in  which 
such  church  is  situated,  such  corporations  shall  be  thereafter 
known,  and  may  bring  and  defend  actions  and  suits  at  law  or 
in  equity  by  such  new  name;  Provided,  That  nothing  herein 
contained  shall  be  construed  to  relieve  any  such  corporation 
from  any  of  its  legal  contracts,  obligations,  debts,  or  other 
liabilities,  or  release  any  legal  existing  obligations,  debts  or 
other  liabilities  or  rights  due  to,  held  by,  or  belonging  to  such 
corporation.     (As  amended  Apl.  12,  1886.) 

39.  Certificate  to  be  filed. — 2.  It  shall  be  the  duty 
of  the  clerk  of  the  county  in  which  such  church  is  situated,  to 
file  the  resolution  changing  the  corporate  name  or  title,  in 
the  same  manner  as  certificates  of  incorporation  are  required  to 
be  filed,  and  to  indorse  on  the  original  certificate  of  incorpora- 
tion the  change  of  the  corporate  name  or  title,  and  for  these 
services  he  shall  be  entitled  to  receive  the  sum  of  one  dollar,  f 

[Act  of  Mar.  14,  1893.] 

40.  Proceedings  to  change  name.  —  i.  Whenever 
any  religious  corporation,  incorporated  by  general  or  special 
act  of  the  legislature,  shall  desire  to  change  its  corporate 
name  it  shall   and   may  be  lawful   for  said  corporation,  by  a 

*See,  also,  No.  50,  p.  311,  and  No.  19,  p.  300. 
t  See  No.  24,  p.  302. 


3o8  Religious  Corporations. 

two-thirds  vote  at  any  regular  meeting,  to  change  the  corporate 
name  of  the  said  corporation,  specifying  by  such  vote  what  the 
new  corporate  name  shall  be ;  and  thereafter  the  said  corpora- 
tion shall  be  known  by  such  new  name  so  adopted,  and  shall, 
by  such  new  name,  have,  hold  and  retain  all  its  property,  and 
shall  enjoy  the  same  rights,  privileges  and  powers  and  be  sub- 
ject to  the  same  liabilities  as  it  would  have  enjoyed  and  been 
subject  to  had  said  name  not  been  changed. 

41.  Change  of  officers,  etc.,  and  terms  thereof. — 2. 

It  shall  be  lawful  for  any  such  religious  corporation,  by  a 
majority  vote  at  any  regular  meeting,  to  make  such  change 
or  changes  in  the  number  of  officers  and  managers  or  trustees 
of  said  corporation,  and  the  terms  of  their  office,  as  shall  be 
considered  expedient  for  the  interests  of  the  corporation. 

42.  May  estabhsh  new  departments. — 3.  It  shall 
be  lawful  for  any  such  religious  corporation,  at  any  regular 
meeting,  by  a  majority  vote,  to  establish  any  new  depart- 
ment or  departments  of  religious  work  not  specified  in  the  act 
of  incorporation,  and  to  maintain  the  same. 

43.  Certificate  to  be  filed. — 4-     Whenever  any  or  all  of 

the  changes  provided  for  in  this  act  are  made,  a  certificate  of 

such  change  or  changes,  over  the  hand  of  the  presiding  officer 

of  the  corporation,  attested  by  the  secretary  thereof,  shall  be 

filed  with  the  secretary  of  state  within  thirty  days  after  such 

change  is  made ;  and  one  dollar  shall  be  the  established  fee  for 

such  filing.* 

(d)  Consolidation. 

[Act  of  Mar.  5,  1890.] 

44.  Societies  authorized  to  consolidate. — i.  When- 
ever two  incorporated  religious  societies  of  the  same  denom- 
ination shall  have  heretofore  agreed,  or  shall  hereafter  agree, 

[(  with  the  approval  of  the  presbytery,  classis  or  other  like  gov- 
erning religious  body  of  their  denomination  within  whose 
jurisdiction  they  are  located,  to  consolidate  or  unite  their  two 
societies  into  one,  it  shall  be  lawful  for  the  boards  of  trustees  or 
other  like  bodies  of  the  two  societies  to  make,  under  their 
respective  seals,  with  the  signature  of  the  president  of  each, 
and  attested  by  the  secretary,  a  certificate  that  such  two  socie- 
ties have  consolidated  or  imited,  giving  also  the  name  which 
they  have  selected  for  the  new  organization,  and  transmit  the 

*See  No.  24,  p.  302. 


New  Jersey.  309 

same  to  the  clerk  of  the  court  of  common  pleas  of  the  county 
in  which  they  are  located,  whose  duty  it  shall  be  instantly  to 
record  the  same,  and  thereupon  the  said  two  societies  shall 
become  consolidated  or  united  into  one  corporation  under  the 
name  so  selected,  and  the  new  corporation  shall  be  entitled  to, 
and  invested  with,  all  the  property,  real  and  personal,  and 
assets,  rights,  privileges,  powers  and  franchises  belonging  to 
either  of  the  two  societies  so  consolidated  or  united,  but  subject 
to  all  the  debts  and  liabilities  of  each,  and  to  the  terms  of 
agreement  under  which  such  consolidation  or  union  was  made. 

45.  Powers. — 2.  From  the  time  of  the  consolidation 
or  union  as  aforesaid,  the  new  corporation  shall  possess  and 
exercise  all  the  powers,  rights,  privileges  and  franchises 
which  any  religious  society  of  like  denomination  may  possess 
and  exercise  when  incorporated  under  the  existing  laws  of  the 
State. 

(e)    Use  of  Church  Funds. 

[Act  of  Mar.  25,  1881.] 

46.  Trustees  have  no  power  to  divert  property  or 

revenues. — It  shall  not  be  lawful  for  the  rector,  wardens  and 
vestrymen,  or  the  trustees,  consistory  or  session  of  any  church, 
congregation  or  religious  society,  incorporated  under  any  of 
the  laws  of  this  State,  to  divert  the  estate,  property  or  revenue 
belonging  thereto  to  any  purpose  except  the  support  and  main- 
tenance of  the  church  or  religious  or  benevolent  institution  or 
object  connected  with'  the  church  or  denomination  to  which 
such  corporation  shall  belong,  and  the  highest  judicatory  of 
any  denomination  from  which  property  is  attempted  to  be,  or 
is  being,  or  shall  be  diverted  in  violation  hereof,  is  hereby 
authorized  to  enforce  the  foregoing  provision,  but  nothing 
herein  contained  shall  be  construed  as  preventing  action  being 
taken  by  members  of  the  congregation  or  otherwise,  as  hereto- 
fore, to  enforce  the  said  provision. 

[Act  of  May  12,  1890.] 

47.  School  funds  of  churches  may  be  devoted  to 
other  rehgious  uses. — i.  It  shall  and  may  be  lawful  for 
the  chancellor,  summarily  upon  petition  of  any  person  or  per- 
sons or  body  corporate,  holding  any  funds  or  sum  of  money 
which  ma}"  have  been  given  for  the  purpose  of  either  maintain- 
ing schools  or  the  support  of  poor  people  as  scholars  in  schools 


3IO  Religious  Corporations. 

formerly  maintained  on  the  property  of  religious  societies, 
which  schools  have  now  ceased  to  exist,  to  inquire  into  the 
merits  of  such  application,  and  if  it  be  found  impossible  to  fully 
carry  out  and  comply  with  the  provisions  of  such  trust,  to  order 
payment  of  the  income  from  such  funds  to  the  maintenance  of 
the  property  of  such  religious  society,  or  for  any  other  purpose 
nearest  akin  to  the  trust. 

(f)  Acquiring,  Holding,  and  Disposing  of  Real  and  Personal 

Estate. 

[Act  of  Mar.  9,  1877.     Supplement  to  Act  of  Apr.  9,  1875.] 

48.  Erroneous  title,  how  corrected. — i.  In  all  cases 
where  a  conveyance  of  any  real  estate  is  made  to  any  reli- 
gious society  or  corporation,  incorporated  under  or  by  virtue  of 
any  general  or  special  laws  of  this  State,  and  in  the  deed  of 
such  conveyance  the  corporate  name  or  designation  of  such 
religious  society  or  corporation  as  the  grantees  in  such  deeds  of 
conveyance  is  not  correctly  stated,  and  where  the  intention  of 
the  grantor  or  grantors  in  any  such  deeds  is  signified  by  the  use 
of  the  principal  words  of  the  corporate  name  or  designation  of 
any  such  religious  society  or  corporation,  and  where  such  relig- 
ious society  or  corporation  have  entered  into  possession  and 
occupation  of  such  real  estate,  it  shall  be  lawful  for  such  relig- 
ious society  or  corporation  to  file,  in  the  office  of  the  clerk  or 
register  of  the  county  wherein  such  real  estate  is  located,  a 
statement  setting  forth  the  date  of  such  deed  of  conveyance, 
the  date  of  the  recording,  and  the  number  and  page  of  the 
book  of  record  thereof,  the  names  of  the  grantor  or  grantors, 
the  description  of  the  property  conveyed,  the  erroneous  title  of 
such  religious  society  or  corporation,  as  expressed  in  such 
deeds,  and  also  the  correct  title  thereof,  which  statement  shall 
be  verified  by  the  affidavit  of  any  duly  authorized  officer  of  such 
religious  society  or  corporation,  taken  by  any  person  authorized 
to  take  the  acknowledgment  and  proof  of  deeds ;  and  it  shall  be 
the  duty  of  such  clerk  or  register  to  file  the  said  statement  so 
verified  as  aforesaid  in  his  office,  and  to  record  the  same  in  a 
book  to  be  kept  for  that  purpose,  for  which  such  clerk  or  regis- 
ter shall  receive  the  same  fees  as  are  now  allowed  for  the  re- 
cording of  deeds. 

49.  Recording  of  statement  validates  title. — 2.  Upon 
filing  and  recording  such  statement  as  aforesaid,  the  said  reli- 
gious societies  or  corporations  shall  be  deemed  to  be  vested  in 


New  Jersey.  31  i 

as  good  and  perfect  title  to  said  real  estate,  so  conveyed  to 
them  by  an  erroneous  corporate  name  and  designation,  as 
though  the  same  had  been  conveyed  to  them  by  their  proper 
corporate  name  or  designation,  and  the  said  verified  statements, 
or  duly  certified  copies  thereof,  shall  be  received  as  evidence  in 
any  of  the  courts  of  this  State. 

50.  Name    of   corporation,   how  changed.* — 3.     It 

shall  be  lawful  for  any  religious  society  or  corporation,  by  the 
votes  of  two-thirds  of  all  the  members  of  such  society  or  cor- 
poration, at  a  meeting  called  for  the  purpose  in  the  manner 
that  meetings  of  such  society  or  corporation  are  called,  accord- 
ing to  the  form  of  government  thereof,  to  change  the  name  of 
such  society  or  corporation ;  and  upon  the  filing  of  a  certificate 
of  such  action,  verified  by  the  al!idavit  of  any  duly  authorized 
officer  of  such  society  or  corporation,  setting  forth  the  change 
of  name  so  determined  upon,  with  the  clerk  or  register  of  the 
county  wherein  such  society  or  corporation  is  situate,  it  shall 
be  the  duty  of  such  clerk  or  register  to  file  such  certificate  in 
his  office  and  to  record  the  same  in  the  book  referred  to  in  the 
first  section  of  this  act,  and  thereafter  such  society  or  corpora- 
tion shall  be  known  by  the  name  determined  upon  as  aforesaid 
and  set  forth  in  such  certificate ;  but  the  said  society  or  corpora- 
tion shall  be  entitled  to  the  same  rights  and  privileges  and  be 
subject  to  the  same  responsibilities  as  if  no  change  of  name  had 
been  made. 

[Act  of  Mar.  25,  1881.] 

51.  Individual  trustees  required  to  convey  title  to 
church  when  organization  is  completed.— In  case  the 
trustees  of  any  intended  church  organization  which  has  not 
been  perfected  according  to  law,  shall  have  taken  title  to  any 
lands  or  real  estate  in  their  own  names,  or  in  their  own  names 
as  trustees  of  such  intended  organization,  and  such  intended 
organization  has  afterwards  perfected  their  organization  accord- 
ing to  law  by  the  same  or  any  other  name,  it  shall  and  may 
be  lawful,  and  such  trustees,  or  the  survivors  or  survivor  of 
them  are  and  is  hereby  authorized  and  required  to  convey  by 
good  and  sufficient  deed  or  deeds  in  the  law  all  their  right, 
title  and  interest  in  the  said  lands  and  real  estate  to  the  trus- 
tee of  the  said  perfected  organization,  whether  the  same  shall 
have  been  perfected  heretofore  or  shall  hereafter  be  perfected 

*Sce,  also,  No.  3S,  p.  307,  and  No.  19,  p.  300. 


312  Religious  Corporations. 

according  to  law,  by  the  same  or  any  other  name  than  the  one 
originally  intended,  and  that  when  the  said  lands  shall  have 
been  so  conveyed,  said  perfected  organization  shall  hold  the 
same  as  fully  and  completely  as  though  the  said  organization 
had  been  originally  perfected  according  to  law. 

[Act  of  Jan.  28,  1885.] 

52.  Trustees  of  Presbyterian  Church  may  convey 
estate  to  church. — i.  In  all  cases  where  the  conveyance 
of  lands  and  real  estate  has  been  made  to  the  trustees  of  any 
Presbyterian  church,  as  trustees  of  said  church,  said  trus- 
tees, or  their  successors  in  office,  are  hereby  empowered  and 
authorized  to  convey  the  same  to  the  particular  church  of  which 
they  are  trustees  by  its  corporate  name  ;  and  said  conveyance 
shall  vest  in  said  church  as  good,  effectual  and  valid  title  as  if 
the  conveyance  to  said  trustees  had  been  to  such  church  in  its 

corporate  name. 

[Act  Mar.  8,  1887.] 

53.  Trustees  of  any  church  may  convey  to  church. — 

In  all  cases  where  the  conveyance  of  lands  and  real  estate  has 
been  made  to  the  trustees  of  any  church  or  religious  society  by 
their  individual  names  as  trustees  of  said  church  or  religious 
society,  said  trustees  and  the  survivors  or  their  successors  in 
office  are  hereby  empowered  and  authorized  to  convey  the  same 
to  the  particular  church  or  religious  society  of  which  they  are 
trustees,  by  its  corporate  name,  and  such  conveyance  shall  vest 
in  said  church  or  religious  society  as  good,  effective,  and  valid 
a  title  as  if  the  conveyance  to  said  trustees  had  been  made 
directly  to  such  church  or  religious  society  by  its  corporate 
name. 

[Act  of  Feb.  27,  1889,  amending  Act  of  Apl.  5,  1886.] 

54.  Trustees  may  sell  church  property  and  give  valid 
title. — Any  incorporated  religious  society,  by  its  trustees,  con- 
sistory, or  other  board  or  persons  managing  the  temporalities 
of  such  religious  society,  be  and  they  are  hereby  authorized  to 
sell  and  convey,  in  fee  simple  or  otherwise,  any  lands,  prem- 
ises and  real  estate  owned  by  them,  together  with  the  appurte- 
nances, and  to  execute  and  deliver  good  and  sufficient  deeds  of 
conveyance  therefor,  or  for  any  part  thereof,  to  the  purchaser  or 
purchasers  of  the  same,  and  that  every  such  deed  or  deeds  of 
conveyance  shall  be  good  and  effectual  in  law ;  Provided^  The 


New  Jersey.  313 

said  sale  shall  have  been  duly  authorized  at  a  meeting  of  the 
said  religious  society,  by  the  vote  of  two-thirds  of  those  present 
at  said  meeting;  and  Provided,  furtJier,  That  said  meeting 
shall  have  been  duly  and  legally  called. 

[Act  of  Mar.  26,  1889,  being  supplement  to  Act  of  Apl.  5,  1886.] 

55.  Trustees  have  power  to  sell  and  convey  lands, 
etc. — I.  Any  incorporated  religious  society,  owning  or  hold- 
ing the  title  to  any  lands,  premises  or  real  estate  in  trust  or 
on  condition  that  the  same  shall  be  used  for  church  pur- 
poses, may,  by  its  board  of  trustees,  consistory  or  other  board 
managing  its  temporalities,  alone  and  without  a  vote  of  the 
members  of  the  society,  sell  and  convey,  and  it  is  hereby 
authorized  and  empowered  to  sell  and  convey,  in  fee  simple  or 
otherwise,  such  lands,  premises  and  real  estate,  or  any  part 
thereof,  with  the  appurtenances,  freed  and  discharged  from 
such  trust  or  condition,  and  the  deed  therefor  shall  convey  to 
the  purchaser  a  title  good  and  effectual  in  law,  free  from  such 
trust  or  condition,  and  the  grantee  or  grantees  shall  take  the 
property  so  freed  and  discharged  accordingly;  Provided,  The 
donor  or  donors  by  whom  such  trust  was  created  or  condition 
imposed  shall  have  discharged  the  property  or  such  society 
from  such  trust  or  condition,  or  shall  consent  to  such  convey- 
ance free  from  such  trust  or  condition. 

[Act  of  Mar.  31,  1890.] 

56.  Trustees  authorized  to  sell  or  mortgage  church 
property. —  i.  It  shall  and  may  be  lawful  for  any  incorpo- 
rated church  or  religious  society,  by  its  trustees  or  other 
board  managing  the  temporalities  of  said  church  or  religious 
society,  to  sell  and  convey  in  fee  simple,  or  by  way  of  mortgage 
or  for  any  other  estate,  any  or  all  real  estate  owned  by  such 
religious  society  in  fee  simple,  and  make  and  give  all  necessary 
conveyances  therefor;  Provided,  That  any  such  sale  be  first 
duly  authorized  at  a  regular  or  special  business  meeting  of  the 
members  of  such  church  or  religious  society. 

[Act  of  Mar.  23,  1859.] 

57.  Application  to  chancellor  for  leave  to  sell  lands. 

■ — I.  Whenever  any  incorporated  religious  society  in  this 
State,  entitled  to  lands  and  tenements  granted  or  devised  to 
them  by  deed,  will  or  otherwise,  appropriating  the  rents,  issues 


314  Religious  Corporations. 

and  profits  thereof  to  specific  use,  but  without  power  to  sell  and 
convey  the  same,  shall  represent  to  the  chancellor  of  this  State 
that  the  interest  of  the  person  or  persons  of  such  religious 
society  in  the  said  lands,  should  be  sold  or  disposed  of,  the 
chancellor  may,  in  a  summary  manner,  proceed  to  inquire  into 
the  merits  of  the  application,  and  from  such  time  the  person  or 
persons  interested  in  the  said  lands  and  the  said  religious 
society,  as  the  case  may  be,  as  far  forth  as  relates  to  such  lands, 
its  proceeds  and  income,  shall  be  considered  wards  in  chancery. 

58.  Chancellor  to  appoint  trustee.  Bond  to  be 
given. — 2.  On  every  such  application,  the  chancellor  shall  in 
his  discretion  appoint  a  suitable  trustee  or  trustees,  who 
shall  give  bond  to  the  State  of  New  Jersey,  to  be  filed  with  the 
clerk  of  the  court  of  chancery,  in  such  penalty  and  with  such 
surety  as  the  chancellor  shall  direct,  conditioned  for  the  just 
and  faithful  performance  of  the  trust  reposed  in  such  trustee  or 
trustees,  and  for  the  observance  of  such  orders  and  directions 
as  the  chancellor  shall  from  time  to  time  make  in  the  premises, 
in  relation  to  such  trust,  which  bond,  if  forfeited,  may  be  prose- 
cuted by  the  direction  of  the  chancellor,  in  any  court  having 
cognizance  of  the  same. 

59.  Reference  to  be  made  to  master. — 3.  After  such 
bond  shall  be  given  and  filed  as  aforesaid,  the  chancellor  may 
proceed  in  a  summary  manner,  by  reference  to  a  master,  to 
inquire  into  the  merits  of  such  application,  and  whenever 
and  as  often  as  it  shall  satisfactorily  appear  to  the  court,  that 
the  interest  of  parties  interested  requires  or  will  be  substantially 
promoted  by  a  sale  of  such  land,  or  any  part  or  parts  thereof, 
the  chancellor  may  direct  a  sale  or  sales  of  such  lands,  to  be 
made  by  the  trustee  or  trustees,  either  in  whole  or  by  subdi- 
vision and  upon  such  terms  of  credit  as  may  be  deemed  expe- 
dient, and  all  sales  and  dispositions  made  in  good  faith  and  in 
pursuance  of  and  conformation  with  the  directions  of  the  court, 
when  confirmed  as  hereinafter  mentioned,  shall  be  valid  and 
effectual  in  law. 

60.  Report  of  sale. — 4.  All  sales  and  dispositions  made 
in  pursuance  of  this  act  shall  be  reported  on  the  oath  or 
affirmation  of  the  trustee  or  trustees  to  the  chancellor,  to  be 
approved  by  him  before  a  conveyance  shall  be  executed,  and  if 
such  sale  or  disposition  is  confirmed  by  the  chancellor,  and  a 
conveyance  directed  to  be  executed,  he  shall  then  make  such 


New  Jersey.  315 

further  order  for  the  application  and  disposition  of  the  proceeds 
of  the  same,  and  for  the  investment  thereof,  as  the  case  may- 
require. 

61.  Proceeds,  investment  of.— s-  The  proceeds  of 
such  sale  shall  be  loaned  and  invested  in  good  and  sufficient 
bonds  of  individuals,  secured  by  mortgage  on  unincumbered 
real  estate  in  this  State,  worth  without  buildings  double  the 
amount  loaned,  payable  with  interest  semi-annually,  or  invested 
in  the  public  funded  debt  of  the  United  States,  and  upon  the 
payment  of  the  principal  sum  loaned  or  invested,  or  any  part 
thereof,  the  amount  shall  be  again  invested  as  aforesaid,  and 
the  interest  arising  on  such  loan  or  investment,  as  soon  as 
received,  shall  be  applied  and  paid  to  the  person  or  persons, 
and  for  the  uses  specified  in  the  grant,  deed  or  devise  for  which 
the  lands  were  granted  or  devised,  and  for  no  other  use  or 
purpose  whatsoever;  Provided,  akuays,  That  no  loan  of  monej'- 
received  by  virtue  of  the  sale  of  the  land  aforesaid  shall  be 
made  to  any  person  for  a  greater  sum  than  one  thousand  dol- 
lars, unless  it  may  be  for  the  consideration  of  lands  sold  to  such 
person  by  virtue  of  this  act. 

62.  Trustees  liable  to  account. — 6.  The  trustee  or 
trustees  appointed  as  aforesaid  shall  be  liable  to  account, 
under  order  of  the  court  of  chancery,  before  such  master  as  the 
chancellor  may  designate  from  time  to  time,  upon  the  applica- 
tion of  any  religious  society,  or  any  person  or  persons  interested 
in  the  funds,  and  the  report  of  such  master  made  thereupon 
shall  be  liable  to  exceptions  as  in  other  cases  of  masters'  reports 
requiring  confirmation;  and  the  chancellor  shall  have  full 
power  and  authority  to  make  all  such  orders  and  decrees  in  the 
premises  as  shall  be  necessary  to  give  complete  relief  to  the 
parties. 

63.  Certain  lands  not  to  be  sold. — 7.  No  land  upon 
which  a  church  or  place  of  worship  is  or  may  be  erected,  or 
granted  for  that  purpose,  or  burying  ground,  shall  be  liable  to 
be  sold  by  virtue  of  this  act. 

64.  Settlement  of  account  of  trustees. — s.  Upon 
the  settlement  of  the  account  of  the  trustee  or  trustees  made 
by  the  chancellor,  he  may  direct  the  said  trustee  or  trustees 
to  assign  and  set  over  all  bonds  and  mortgages  and  public 
stocks  remaining  in  their  hands  to  the  religious  society  to  which 
the  said  lands  and  tenements  sold  may  have  been  granted  or 


3i6  Religious  Corporations. 

devised,  to  be  held  by  such  religious  society  in  trust,  for  the 
uses  and  purposes  prescribed  in  such  grant  or  devise,  and  for 
no  other  use  or  purpose  whatever. 

[Act  of  Mar.  3,  1880,  supplement  to  Act  of  Mar.  23,  1859.] 

65.  Reinvestment  of  proceeds  of  sales  of  lands. — 

I.  The  chancellor  may,  upon  due  cause  shown,  order  and 
direct  the  whole  or  any  part  of  the  proceeds  of  any  sale  of  real 
estate  had  or  to  be  had  by  virtue  of  this  act,  to  be  reinvested  in 
other  or  more  desirable  real  estate,  to  be  held  and  owned  by  the 
religious  society  entitled  to  the  same,  in  the  same  manner  and 
subject  to  the  same  conditions  and  limitations  as  the  real  estate 
granted  or  devised  to  them. 

[Act  Mar.  27,  1S89.] 

66.  Authorized  to  increase  amount  or  value  of  real 
or  personal  property. — i.  Whenever  any  corporation  of 
this  State,  incorporated  for  religious,  educational  or  benevo- 
lent purposes,  shall,  by  its  charter  or  any  supplement  thereto, 
or  otherwise,  be  limited  in  the  amount  or  value  of  real  or  per- 
sonal property  which  it  may  acquire,  have,  hold  and  enjoy  for 
the  use  and  purposes  of  such  corporation,  and  the  board  of 
trustees,  directors  or  managers  of  such  corporation  shall 
desire  to  obtain  for  such  corporation  legal  capacity  to  acquire, 
have,  hold,  use  and  enjoy  a  larger  amount  than  that  to  which 
it  is  or  shall  be  so  limited,  that  it  shall  be  lawful  for  such 
trustees,  directors  or  managers  at  any  stated  meeting  of  said 
board,  and  from  time  to  time,  to  adopt  by  vote  of  a 
majority  of  the  whole  number  of  such  trustees,  directors  or 
managers,  a  resolution  declaring  their  desire  to  have  the 
amount  so  enlarged,  and  stating  the  amount  to  which  it  is  to 
be  so  increased,  and  to  cause  a  copy  of  such  resolution,  authen- 
ticated and  verified  as  by  this  act  directed,  to  be  filed  in  the 
office  of  the  secretary  of  State. 

67.  Resolution  to  be  authenticated. — 2.  The  copy 
of  the  resolution  authorized  by  the  first  section  of  this  act  to 
be  filed  with  the  secretary  of  State,  shall  be  certified  and 
authenticated  under  the  common  seal  of  said  corporation,  and 
shall  be  verified  by  the  oath  of  the  clerk  or  secretary  of  said 
corporation  that  the  seal  affixed  to  said  copy  is  the  common 
seal  of  said  corporation,  that  the  said  copy  is  the  true  copy  of 
the  original  resolution  as  recorded  on  the  minutes  of  said  board, 
and  that  it  was  passed  as  directed  in  the  first  section  of  this  act. 


New  Jersey.  317 

68.  Upon  filing  copy  of  resolution  authorized  to 
hold  an  increased  amount  of  real  and  personal  estate. 

— 3.  On  filing  said  copy  of  such  resolution  in  the  office  of  the 
secretary  of  State,  it  shall  be  thereafter  lawful  for  the  said  cor- 
poration to  take  and  receive  by  gift,  grant,  devise,  bequest 
or  purchase,  and  to  have,  hold  and  enjoy  for  the  uses  and  pur- 
poses of  the  said  corporation  any  real  or  personal  estate  not 
exceeding  the  increased  amount  named  in  said  resolution,  any 
provision  of  the  charter  of  said  corporation,  or  any  supple- 
ment thereto,  to  the  contrary  notwithstanding. 

[Act  of  Mar.  5,  1890.] 

69.  Limitation  upon  amount  of  real  and  personal 
property. — i.  Any  corporation  of  this  State  created  by  or 
existing  under  any  general  or  special  law  for  benevolent  and 
charitable  purposes,  is  hereby  authorized  and  empowered  to 
hold  or  possess  real  and  personal  property  not  exceeding  in 
value  the  sum  of  five  himdred  thousand  dollars. 

70.  May  change  location  of  principal  place  of  busi- 
ness.— 2.  Said  corporation  shall  have  power,  by  a  vote  of  its 
governing  body,  to  establish  or  change  its  location  or  prin- 
cipal seat  or  place  of  business  in  or  to  such  municipality  as  it 
may  see  fit. 

71.  Act  how  construed. — 3.  Nothing  herein  contained 
shall  be  construed  to  exempt  the  property  of  said  corporation 
from  taxation. 

(h)     0/   Conferences^    Confraternities,    Diocesan    Conventions, 
Presbyteries,  Synods,  etc. 

[Act  of  Mar.  8,  1877.] 

72.  Election  of  trustees. — i.  Every  association  of  per- 
sons composed  of  representatives  from  religious  societies  or 
congregations  of  Christians,  be  and  they  are  hereby  authorized 
at  any  regular  meeting  of  such  association  by  a  majority  of 
votes,  by  ballot  or  otherwise,  according  to  the  constitution  or 
by-laws  of  such  association,  to  appoint  any  number,  not  exceed- 
ing seven,  of  the  said  association  to  be  trustees  of  the  same; 
which  said  trustees  and  their  successors  are  hereby  constituted 
a  body  politic  and  corporate,  by  whatever  name  they  shall 
assume  agreeably  to  the  directions  of  this  act. 


3i8  Religious  Corporations. 

73.  Certificate  of  corporate  name  to  be  filed. — 2. 

The  said  trustees,  when  they  take  upon  themselves  a  name, 
shall  certify  such  name  under  their  hands  and  seals,  and  trans- 
mit such  certificate  to  the  clerk  of  the  court  of  common  pleas 
of  the  county  in  which  such  association  shall  have  holden  their 
meeting  at  which  said  trustees  shall  have  been  elected,  whose 
duty  it  shall  be  to  record  the  same,  and  for  which  he  shall  be 
entitled  to  receive  one  dollar;*  and  thereupon  the  said  trustees 
shall  be  known  and  distinguished  in  law  by  the  name  of  incor- 
poration so  taken,  certified  and  recorded. 

74.  May  receive  and  dispose  of  real  and  personal 
property. — 3.  The  said  trustees  and  their  successors,  shall 
by  such  name  of  incorporation,  be  able  and  capable  to 
acquire,  purchase,  receive,  have  and  hold,  any  lands,  tene- 
ments, hereditaments,  legacies,  donations,  moneys,  goods  and 
chattels  in  trust  for  the  use  of  said  association  to  an  amount  in 
value  not  exceeding  two  thousand  dollars  a  year,  and  the  same 
or  any  part  thereof  to  sell,  grant,  assign,  demise,  alien,  and 
dispose  of;  to  sue  or  be  sued,  implead  or  be  impleaded,  in  any 
court  of  law  or  equity;  to  make  and  use  a  common  seal,  and 
the  same  to  alter  and  renew  at  their  pleasure;  the  proceed- 
ings, orders,  acts  and  resolutions  of  a  majority  of  all  the  trus- 
tees of  the  said  corporation,  but  not  of  a  less  number,  shall  be 
valid  and  effectual  in  law. 

75.  Election    of  trustees    in    case  of  vacancy. — 4. 

For  perpetuating  a  line  of  succession  in  the  trustees  of  such 
association,  it  shall  and  may  be  lawful  for  the  members  of  said 
association  assembled  at  any  regularly  appointed  meeting,  to 
elect  a  trustee  or  trustees  in  manner  aforesaid,  in  the  stead 
of  those  or  any  of  those  before  elected,  in  case  they  see  cause 
for  the  removal  of  the  said  trustees  or  trustee ;  Provided,  Such 
removal  shall  not  be  in  less  than  one  year  after  their  or  his 
election  into  office,  and  also  to  fill  the  vacancy  which  may  be 
occasioned  by  the  death  or  resignation  of  any  trustee. 

76.  Election  of  president. — 5.  Such  corporation  may 
elect  annually,  or  as  often  as  they  shall  deem  it  necessary  or 
expedient,  one  of  their  number  to  be  their  president,  who  is 
hereby  empowered  to  convene  the  said  corporation  as  occasion 
may  require,  and  preside  at  the  meetings  thereof,  and  execute 
all  contracts,  and  in  case  of  his  absence,  sickness,  death,  resig- 
nation or  refusal  to  act,  then  the  said  office  of  president  shall 

*  bee  No.  24,  p.  302. 


New  Jersey.  319 

devolve  on  the  senior  trustee,  for  the  time  being,  who  shall 
occupy  the  same  until  the  return  or  recovery  of  the  president, 
or  the  election  of  another. 

77.  Election  of  secretary. — 6.  Such  corporation  may 
elect  annually,  or  as  often  as  they  shall  deem  it  necessary  or 
expedient,  a  secretary,  who  shall  keep  the  minutes  and  enter 
the  acts,  orders  and  proceedings  in  a  book  to  be  kept  for  that 
purpose,  and  who  shall  have  the  custody  of  the  common  seal, 
and  the  papers,  deeds,  writings,  documents  and  books  of  or 
relating  to  the  said  corporation;  and  upon  application  to  the 
secretary,  any  member  of  said  corporation  or  of  the  association 
shall  have  free  access  to  all  the  papers,  deeds,  writings,  docu- 
ments and  books  of  or  belonging  to  the  said  corporation ;  and 
upon  the  death,  resignation  or  expiration  of  the  office  of  secre- 
tary, or  the  election  of  a  new  one,  the  common  seal,  and  all 
minutes,  papers,  deeds,  writings,  documents  and  books  of  or 
belonging  to  such  corporation,  shall  be  delivered  to  his  succes- 
sor in  office,  on  the  oath  of  the  preceding  secretary,  or  in  case 
of  his  death,  on  the  oath  of  his  executors  or  administrators. 

78.  Election  of  treasurer. — 7.  Such  corporation  may 
elect  annually,  or  as  often  as  they  shall  deem  it  necessary  or 
expedient,  one  of  their  number  to  be  treasurer,  who  shall 
have  charge  of  the  moneys  of  the  said  corporation,  and  keep  a 
correct  account  of  the  receipts  and  disbursements  of  the  same, 
and  whenever  required  by  the  said  corporation  or  by  the  associ- 
ation, to  render  a  true  statement,  in  writing,  of  the  receipts 
and  disbursements  of  the  said  corporation ;  and  upon  the  death, 
resignation,  removal  or  expiration  of  office  of  treasurer,  or 
election  of  a  new  one,  all  the  books,  accounts,  vouchers  and 
documents  in  the  hands  of  such  treasurer,  belonging  to  such 
corporation,  shall  be  delivered  to  his  successor  in  office. 

Diocesan  Conventions,  Presbyteries,  Synods,  etc. 
[Act  of  Mar.  6,  1886,  amending  Act  of  Feb.  10,  1885.] 

79.  How  incorporated.— It  shall  be  lawful  for  any  dioc- 
esan convention,  presbytery,  classis,  synod,  annual  conference, 
or  other  governing  body  having  jurisdiction  over  a  number  of 
incorporated  or  vmincorporated  churches,  congregations,  or 
societies  of  any  church  or  religious  denomination  in  this  State, 
at  any  stated  or  regularly  convened  meeting  thereof,  to  elect  as 

25 


320  Religious  Corporations. 

trustees  certain  discreet  persons  who,  upon  filing  the  certificate 
hereinafter  provided,  shall  be,  and  become  a  body  corporate, 
capable  of  taking,  holding,  managing,  and  dealing  with  prop- 
ert)^  both  real  and  personal,  and  that  the  presiding  officer  and 
clerk  or  secretary  of  such  governing  body  at  the  time  of  such 
election,  shall  immediately  thereafter  prepare  and  file  a  certifi- 
cate in  writing  under  their  hands  and  seals,  which  certificate 
shall  contain  first,  the  name  or  title  by  which  such  body  corpo- 
rate shall  be  known,  and,  second,  the  names  of  the  trustees  so 
as  aforesaid  elected,  and  the  times  for  which  they  were  respec- 
tively chosen  to  serve,  which  certificate,  duly  acknowledged  by 
said  presiding  officer  and  clerk  or  secretary,  shall  be  filed  in  the 
office  of  the  secretary  of  state;  and  such  trustees,  upon  the 
filing  of  such  certificate,  shall  thereupon  be  and  become  a  body 
corporate  by  the  name  therein  mentioned;  and  that  any  such 
governing  body  may,  in  its  discretion,  elect  more  than  one  set 
of  trustees  in  manner  aforesaid,  who  may  in  like  manner  be- 
come incorporated,  and  who  shall  adopt  such  names  as  shall 
serve  to  distinguish  and  designate  them,  reference  being  had  to 
the  object  of  their  trust;  and  that  such  trustees  shall  be  elected 
for  three  years,  one  or  more  each  year,  except  that  the  first 
trustees  shall  be  elected,  one-third  of  the  number  for  one  year, 
one-third  for  two  years  and  one-third  for  three  years,  all  of 
which  trustees  shall,  when  so  required  by  the  governing  body 
by  which  they  were  elected,  furnish  to  said  body  a  statement 
and  account  of  the  particulars  and  items  of  their  trust,  and 
permit  an  auditing  of  the  same  and  an  inspection  of  their  books 
and  investments,  and  all  things  pertaining  thereto,  at  such 
time  and  in  such  mode  as  said  governing  body  shall  direct. 

[Act  of  May  15,  1894.] 

80.  Any  presbytery  may  incorporate. — i.  Any  pres- 
bytery of  the  Presbyterian  church  of  the  United  States  of 
America  that  is  now  or  may  hereafter  be  incorporated  under  or 
by  virtue  of  the  provisions  of  the  act  to  which  this  is  a  supple- 
ment, which  shall  desire  to  avail  itself  of  the  provisions  of  any 
other  act  or  acts  relating  to  or  providing  for  the  incorporation 
of  presbyteries  in  this  State,  may  do  so  by  a  resolution  of  the 
board  of  trustees  of  such  presbytery. 

81.  Proceedings  for  incorporation. — 2.  The  presi- 
dent of  such  board  of  trustees  shall  make  a  certificate  of 
such  resolution  and  of  the  change  or  changes  in  organization 


Nkw  Jersey.  321 

or  powers  intended  thereby  to  be  accomplished,  and  of  the 
act  or  acts  of  the  provisions  whereof  it  is  intended  to  take  ad- 
vantage, which  said  certificate,  under  the  hand  of  said  presi- 
dent and  sealed  with  the  seal  of  said  presbytery,  shall  be  re- 
corded in  the  office  of  the  secretary  of  state  of  this  State,  for 
which  he  shall  be  entitled  to  receive  the  sum  of  one  dollar,*  a 
copy  of  which  said  certificate,  duly  certified  under  the  hand  and 
official  seal  of  said  secretary  of  state,  shall  be  received  in  evi- 
dence in  any  of  the  courts  of  this  State. 

[Act  of  Mar.  30,  1892,  being  a  supplement  to  Act  of 
Apl.  9,  1875.] 

82.  Election  of  trustees  for  State  denominational 
organizations, — i.  When  the  societies  or  congregations  be- 
longing to  any  one  denomination  or  classification,  incorpo- 
rated or  having  a  right  to  become  incorporated,  under  the  act  to 
which  this  is  a  supplement  or  any  of  the  supplements  thereto, 
have  formed  or  shall  form  a  general  organization  for  this  State, 
in  which  all  of  the  societies  or  congregations  of  that  denomina- 
tion or  classification  are  represented  or  are  entitled  to  represen- 
tation, it  shall  be  lawful  for  such  State  organization  or  the 
executive  committee  thereof  to  elect  any  number  of  its  mem- 
bers as  trustees,  and  such  trustees  when  so  elected  may  take 
upon  themselves  a  name  and  certify  the  same  under  their  hands 
and  seals,  as  provided  in  the  act  to  which  this  is  a  supplement, 
and  transmit  such  certificate  to  the  secretary  of  state,  whose 
duty  it  shall  be  to  record  the  same,  for  which  he  shall  be  en- 
titled to  receive  two  dollars. 

83.  Such  denominational  trustees  to  become  a  body- 
corporate. — 2.  Such  trustees  and  their  successors  shall  by 
such  name  thereupon  become  a  body  corporate,  with  all  the 
powers  and  privileges  provided  in  the  act  to  which  this  is  a 
supplement  and  the  supplements  thereto,  and  that  it  shall  be  the 
duty  of  such  state  organization  or  the  executive  committee 
thereof  to  cause  notice  of  all  elections  of  trustees  to  be  given 
personally  to  all  the  members  of  such  state  organization  or 
executive  committee  or  mailed  to  them  at  their  post-office 
addresses,  if  resident  in  this  State,  at  least  ten  days  before  such 
election,  unless  such  notice  shall  be  waived. 

84.  Power  to  hold  and  use  property. — 3.  Such  body 
corporate  shall  have  power  to  purchase,  hold,  mortgage  and 
convey  real  and  personal  property  and  erect  buildings  thereon 

*  See  No.  24,  p.  302. 


322  Religious  Corporations. 

for  purposes  of  business,  recreation  or  resort,  which  property 
and  buildings  shall  be  for  the  use  of  the  members  of  such  soci- 
eties or  congregations  and  others,  subject  to  such  regulations 
as  shall  be  adopted  b3^  such  corporation  and  approved  by  such 
State  organization  or  executive  committee. 

[Act  of  Mar.  23,  1883.] 

FORMATION    OF    RELIGIOUS    CORPORATIONS    BY    MEMBERS    OF 
SOCIETIES    OR    CONFRATERNITIES    OF    CLERGYMEN. 

85.  How  incorporated. — i.  It  shall  be  lawful  for  any 
church  or  congregation  which  has  been  or  may  be  established 
by  a  branch  of  any  society  or  confraternity  of  clergymen  in 
this  State,  to  be  incorporated  under  and  by  virtue  of  the  pro- 
visions hereinafter  stated;  the  pastor  of  such  church  or  con- 
gregation for  the  time  being,  and  four  of  the  clergymen  resident 
in  the  house  or  parsonage  connected  with  such  church  or  con- 
gregation, and  members  of  the  society  or  confraternity  by 
which  the  church  or  congregation  about  to  be  incorporated 
has  been  established,  who  shall  be  elected  by  a  majority  of 
the  clergymen  resident  as  aforesaid,  may  sign  a  certificate 
setting  forth  the  name  by  which  they  and  their  successors 
shall  be  known  and  distinguished  as  a  body  corporate,  and 
transmit  the  said  certificate  to  the  clerk  of  the  court  of  common 
pleas  of  the  county  in  which  such  church  or  congregation  may 
be  located,  whose  duty  it  shall  be  forthwith  to  file  and  record  the 
same,  for  which  he  shall  be  entitled  to  receive  one  dollar,*  and 
thereupon  such  church  or  congregation  shall  be  a  body  corpo- 
rate by  the  name  or  title  so  taken,  certified  and  recorded. 

86.  Who  to  be  trustees. — 2.  The  persons  so  signing 
said  certificate  shall  be  the  trustees  of  such  corporation,  and 
they  and  their  successors  shall  by  such  name  of  incorporation 
be  able  and  capable  to  acquire,  purchase,  receive,  have  and 
hold  any  lands,  tenements,  hereditaments,  legacies,  donations, 
moneys,  goods  and  chattels  in  trust  for  the  use  of  such  church 
or  congregation  to  an  amount  not  exceeding  three  thousand 
dollars  a  year,  exclusive  of  the  church  edifices,  school-houses 
and  parsonages,  and  the  lands  whereon  the  same  are  or  may  be 
erected,  and  burying  plots,  and  the  same  or  any  part  thereof  to 
sell,  grant,  assign,  demise,  alien  and  dispose  of;  to  sue  and  be 
sued,  plead  and  be  impleaded  in  any  court  of  law  or  equity;  to 
make  and  use  a  common  seal,  and  the  same  to  alter  and  renew 
at  their  pleasure. 

*See  No.  24,  p.  302. 


New  Jersey.  323 

87.  Succession  of  trustees. — 3.  In  order  to  perpetu- 
ate a  line  of  succession  in  the  trustees  of  every  such  church  or 
congregation,  the  successor  in  ofifice  for  the  time  being  of 
such  pastor  shall,  by  virtue  of  his  office,  be  the  trustee  of  such 
church  or  congregation  in  place  of  his  predecessor;  and  the 
office  of  either  of  the  trustees  shall  become  vacant  by  his 
removal  out  of  the  limits  of  such  church  or  congregation ;  and 
whenever  the  office  of  any  such  trustee,  except  the  pastor, 
shall  become  vacant  by  death,  removal,  resignation  or  other- 
wise, his  successor  shall  be  chosen  in  the  manner  herein  pro- 
vided for  the  selection  of  the  original  members  of  such  board 
of  trustees. 

88.  Election  and  duties  of  president. — 4.  Such  cor- 
poration may  elect  annually,  or  oftener  if  necessary  or  expe- 
dient, one  of  their  own  members  to  be  president,  who  shall 
keep  the  minutes  and  enter  the  orders  and  proceedings  of  the 
corporation  in  a  book  to  be  kept  for  that  purpose ;  shall  have 
the  custody  of  the  common  seal,  and  the  papers,  documents, 
deeds,  writings  and  books  of  or  relating  to  such  corporation, 
and  who  is  hereby  authorized  and  empowered  to  convene  such 
corporation  as  occasion  may  require. 

89.  Majority  validates  acts,  etc. — 5.  The  proceed- 
ings, orders  and  acts  of  a  majority  of  all  the  members  of  such 
corporation,  but  not  of  a  less  number,  shall  be  valid  and  effec- 
tual in  law, 

90.  How  revived. — 6.  If  any  corporation  created  under 
or  by  virtue  of  the  provisions  of  this  act  shall  be  dissolved 
by  failure  to  continue  the  succession  of  the  trustees  thereof, 
it  may  be  revived  and  the  church  or  congregation  incorpo- 
rated under  this  act,  in  the  mode  herein  prescribed,  at  any 
time  within  six  years  from  the  date  of  such  dissolution;  and 
thereupon  all  the  property,  real  and  personal,  belonging  to 
such  dissolved  corporation  at  the  time  of  its  dissolution  shall 
vest  in  such  new  corporation. 

Particular  Denominations. 

91.  The  provisions  for  particular  denominations  are  as 
follows  : 

Baptist  Churches;  Act  of  April  9,  1875,  sections  48-57; 
Act  of  February  23,  1883;  Act  of  March  23,  1883;  Act  of 
March  6,  1886;  Act  of  April  21,  1890;  Act  of  May  i,  1894. 


324  Religious  Corporations. 

Christian  Reformed  Churches;  Act  of  March  11,  1892. 
Evangelical   Lutheran   Churches;    Act   of   April  9,    1875, 
section  26;  Act  of  April  25,  1884. 

Society  of  Friends;  Act  of  April  9,  1875,  sections  60-64. 
German  Reformed  Churches;  Act  of  April  9,  1875,  section 

25- 

Jews;  Act  of  April  9,  1875,  section  9;  Act  of  March  31, 
1890. 

Presbyterian  Churches;  see  No.  53,  p.  315,  and  all  other 
statutes  printed. 

Protestant  Episcopal  Churches;  Act  of  April  9,  1875,  sec- 
tions 27-38;  Act  of  March  8,  1877;  Act  of  March  9,  1877;  Act 
of  February  10,  1880;  Act  of  March  22,  1883;  Act  of  April  i, 
1887;  Act  of  April  4,  1891;  Act  of  May  22,  1894. 

Reformed  Dutch  Churches;  Act  of  April  9,  1875,  sections 

13-24- 

Roman  Catholic  Churches;  Act  of  April  9,  1875,  sections 

39-45- 

True  Reformed  Dutch  Churches;  Act  of  March  11,  1892. 

Special  provisions  are  also  made  for  Sunday-schools  and 

Youns:  Men's  Christian  Associations. 


NEW  MEXICO. 


FEDERAL  LAWS  AFFECTING  ALL  TERRITORIES. 

1.  See  for  the  Revised  Statutes  of  the  U.  S. ,  1891,  under 
Arizona,  p.  5. 

COMPILED  LAWS,  1884. 

[With  Amendments  to  1894.] 

Title  V.     Corporations. 

Chap.   I.     For  General  Purposes.* 

2.  Purposes.  Extent  of  application. — 192.  Corpora- 
tions for  mining,  manufacturing,  or  industrial  or  other  lawful 
pursuits,  ....  or  for  colleges,  seminaries,  churches,  libraries, 
or  any  benevolent,  charitable,  or  scientific  associations,  may  be 
formed  according  to  the  provisions  of  this  act,  such  corporation 
and  the  members  thereof  being  subject  to  all  the  conditions  and 
liabilities  herein  imposed,  and  to  no  others. 

All  corporations  authorized  by  section  192  of  said  act  created 
prior  to  this  passage  to  this  amendment  shall  be  entitled  to  the 
privileges  of  this  act  from  and  after  the  date  of  its  passage,  f 

3.  Articles  to  be  filed.  Certificate. — 193.  Any  three 
or  more  persons,  who  may  desire  to  form  a  company  for  any 
one  or  more  of  the  purposes  specified  in  the  preceding  section, 
may  make,  sign,  and  acknowledge  before  the  secretary  of  the 
Territory,  or  some  officer  competent  to  make  the  acknowledg- 
ment of  deeds,  and  file  in  the  office  of  the  secretary  of  the 
Territory  a  statement  in  writing,  for  the  filing  of  which  said 
certificate  the  secretary  shall  receive  a  fee  of  five  dollars,  in 
which  shall  be  set  forth  the  full  names  of  such  persons,  the  cor- 
porate name  of  the  company,  the  objects  for  which  the  com- 
pany shall  be  formed,  the  time  of  its  existence,  not  to  exceed 
fifty  years,  and  the  number  of  directors  and  their  names,  who 
shall  manage  the  concerns  of  the  company  for  the  first  three 
months,  and  the  name  of  the  city  or  town  and  the  county  in  which 
the  principal  place  of  business  of  the  company  is  to  be  located. 

♦The  omitted  sections  relate  solely  to  stock  companies. 
t  See  No.  24,  p.  330,  for  au  amendment  by  addition. 

(325) 


326  Religious  Corporations. 

A  copy  of  said  certificate,  duly  certified  by  the  secretary  of  the 
Territory,  shall  be  filed  in  the  office  of  the  probate  clerk  in  the 
county  where  the  principal  place  of  business  of  the  corporation 
is  located.  The  secretary  of  the  Territory,  upon  the  payment 
of  fees  authorized  by  law,  shall  furnish  any  person  interested 
as  many  certified  copies  as  he  may  require. 

4.  Certificate  to  be  evidence.— 194-  A  copy  of  any 
certificate  of  incorporation  filed  in  pursuance  of  this  act,  and 
certified  by  the  secretary  of  the  Territory,  shall  be  received  in 
all  the  courts  and  places  as  presumptive  evidence  of  the  facts 
therein. 

5.  Certificate  incorporates.  Powers.— 195-  When 
the  certificate  shall  have  been  filed,  the  persons  who  shall  have 
signed  and  acknowledged  the  same,  their  associates  and  succes- 
sors, shall  be  a  body  politic  and  corporate  in  fact  and  in  name, 
by  the  name  stated  in  the  certificate,  and  by  their  corporate 
name  have  succession  for  the  period  limited ;  and  power : 

1.  To  sue  and  be  sued  in  any  court. 

2.  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure. 

3.  To  purchase,  hold,  sell,  mortgage,  and  convey  such  real 
and  personal  estate  as  the  purposes  of  the  corporation  shall  re- 
quire. 

4.  To  appoint  such  officers,  agents,  and  servants  as  the 
business  of  the  corporation  shall  require,  to  define  their  power, 
prescribe  their  duties,  and  fix  their  compensation. 

5.  To  require  of  them  such  security  as  may  be  thought 
proper  for  the  fulfillment  of  their  duties,  and  to  remove  them 
at  will,  except  that  no  director  shall  be  removed  from  office 
unless  by  a  vote  of  two-thirds  of  the  whole  number  of  directors. 

6.  To  make  by-laws  not  inconsistent  with  the  laws  of  this 
Territory,  for  the  organization  of  the  company,  the  manage- 
ment of  its  property,  the  regulation  of  its  affairs,  the  transfer 
of  its  stock,  and  for  carrying  on  all  kinds  of  business  within 
the  objects  and  purposes  of  the  company. 

6.  Corporate  powers  vested  in  directors.  Qualifi- 
cations. Elections.— 196.  The  corporate  powers  of  the  cor- 
poration shall  be  exercised  by  a  board  of  not  less  than  three 
directors,  and  a  majority  of  them  citizens  of  the  United  States, 
and  at  least  one-third  of  whom  shall  be  residents  of  the  Terri- 
tory of  New  Mexico,  and  who  shall,  after  the  expiration  of  the 


New  Mexico.  327 

term  of  the  directors  first  elected,  be  annually  elected  by  the 
stockholders  at  such  time  and  place,  and  upon  such  notice,  and 
in  such  mode,  as  shall  be  directed  by  the  by-laws  of  the  com- 
pany; but  all  elections  shall  be  by  ballot.  When  any  vacancy 
shall  happen  among  the  directors  by  death,  resignation,  or 
otherwise,  it  shall  be  filled  for  the  remainder  of  the  year  in 
such  manner  as  may  be  provided  by  the  laws  of  the  compan}-. 

7.  Failure  to   elect  directors,  how  provided  for. — 

197.  If  it  should  happen,  at  any  time,  that  an  election  of 
directors  shall  not  be  made  on  the  day  designated  by  the  b}'- 
laws  of  the  company,  the  corporation  shall  not  for  that  reason 
be  dissolved,  but  it  shall  be  lawful  on  any  other  day  to  hold  an 
election  for  directors  in  such  manner  as  shall  be  provided  for 
by  the  by-laws  of  the  company;  and  all  acts  of  directors  shall 
be  valid  and  binding  upon  the  company  until  their  successors 
shall  be  elected. 

8.  Majority  decides. — 198.  A  majority  of  the  whole 
number  of  directors  shall  form  a  board  for  the  transaction  of 
business,  and  every  decision  of  a  majority  of  the  persons  duly 
assembled  as  a  board,  shall  be  valid  as  a  corporate  act. 

9.  First  meeting,  how  held. — 199.  The  first  meeting 
of  the  directors  shall  be  called  by  a  notice  signed  by  one  or 
more  of  the  persons  named  directors  in  the  certificate,  setting 
forth  the  time  and  place  of  the  meeting,  which  notice  shall  be 
either  delivered  personally  to  each  director,  or  published  at 
least  ten  days  in  some  newspaper  of  the  county  in  which  is  the 
principal  place  of  business  of  the  corporation,  or  if  no  news- 
paper be  published  in  the  county,  then  by  posting  up  legible 
notices  in  six  of  the  most  public  places  in  said  county  for  the 
period  before  named. 

10.  Directors  to  be  trustees  upon  dissolution.— 210. 

Upon  the  dissolution  of  any  corporation  formed  under  this  act, 
the  directors  at  the  -time  of  dissolution  shall  be  directors  of  the 
creditors  and  stockholders  of  the  corporation  dissolved,  and 
shall  have  full  power  to  sue  for  and  recover  the  debts  and 
property  of  the  corporation  by  the  name  of  the  directors  of 
such  corporation,  collect  and  pay  the  outstanding  debts,  settle 
its  affairs,  and  divide  amongst  the  stockholders  the  money  and 
other  property  that  shall  remain  after  the  payment  of  the  debts 
and  necessary  expenses. 

11.  Dissolution,  how  secured. — 211.     Any  corporation 


328  Religious  Corporations. 

formed  under  this  act  may  dissolve  and  disincorporate  itself, 
by  presenting  to  the  probate  or  county  judge  of  the  county  in 
which  the  meetings  of  the  directors  are  usually  held,  a  peti- 
tion to  that  effect,  accompanied  by  a  certificate  of  its  proper 
officers,  and  setting  forth  that  at  a  general  or  special  meeting 
of  the  stockholders  called  for  that  purpose,  it  was  decided  by  a 
vote  of  two-thirds  of  all  the  stockholders,  to  disincorporate  and 
dissolve  the  corporation  ;  notice  of  application  shall  then  be 
given  by  the  clerk,  which  notice  shall  set  forth  the  nature 
of  the  application,  and  shall  specify  the  time  and  place  at 
which  it  is  to  be  heard,  and  shall  be  published  as  provided  in 
section  201.*  At  the  time  and  place  appointed,  or  at  any  other 
to  which  it  may  be  postponed  by  the  judge,  he  shall  proceed  to 
consider  the  application,  and  if  satisfied  that  the  corporation 
has  taken  the  necessary  preliminary  steps,  and  obtained  the 
necessary  vote  to  dissolve  itself,  and  that  all  claims  against  the 
corporation  are  discharged,  he  shall  enter  an  order  declaring  it 
dissolved. 

12.  Act  applicable  to  all  corporations. — 213.  All  cor- 
porations heretofore  formed  by  virtue  of  any  law  of  the  Terri- 
tory of  New  Mexico,  shall  comply  with  and  conform  to  the 
provisions  of  this  act,  so  far  as  the  same  shall  be  applicable  and 
shall  not  interfere  with  any  vested  right. 

13.  Corporations  cannot  have  same  name  or  pur- 
pose.— 214.  Whenever  any  persons  shall  have  formed  them- 
selves into  an  incorporation  according  to  the  provisions  of  this 
act,  it  shall  not  be  lawful  for  any  other  persons  to  become  in- 
corporated under  the  same  name  or  designation,  nor  for  the 
same  immediate  purpose.  This  last  provision  shall  not  apply 
to  mining,  mechanical  or  manufacturing  operations. 

14.  Fees. — 217.  The  secretary  of  this  Territory  shall  be 
entitled  to  receive  for  recording  articles  of  association  the  same 
fees  mentioned  in  the  act  to  which  this  is  an  amendment,  f 

15.  Suits. — 221.  Suits  may  be  instituted  and  prosecuted 
by  and  against  any  corporation  formed  or  organized  under  this 
act  in  the  same  manner  and  in  like  cases  as  natural  persons. 

*"2oi Notice  of  each  assessment  ....  shaU  be  published  once  a  week,  for 

at  least  four  weeks,  in  some  newspaper  published  at  the  place  designated  as  the  prin- 
cipal place  of  business  of  the  corporation,  or,  if  none  be  published  there,  then  by  post- 
ing such  notice  for  that  period  in  at  least  six  of  the  most  public  places  in  the  county 
in  which  said  principal  place  of  business  of  the  corporation  is  located."    See  also  No.  9, 

P-  327. 

tTen  dollars.    See  also  No.  21,  p.  329  ;  Nos.  27  and  28,  p.  331. 


New  Mexico.  329 

16.  Articles  to  be  evidence. — 222.  The  certified  copy 
of  any  articles  of  incorporation  and  clianges  thereof,  together 
with  all  endorsements  thereon,  under  the  great  seal  of  the  Ter- 
ritory of  New  Mexico,  shall  be  taken  and  received  in  all  courts 
and  places  2^.'$.  prima  facie  evidence  of  the  facts  therein  stated. 

17.  Dissolution  does  not  take  away  liabilities. — 225. 
The  dissolution  for  any  cause  whatever  of  corporations  created 
as  aforesaid,  shall  not  take  away  or  impair  any  remedy  given 
against  such  corporations,  its  stockholders  or  officers  for  any 
liabilities  incurred  previous  to  its  dissolution. 

Chap.   II.     For  Special  Purposes. 

18.  How  incorporated. — 237.  Any  five  or  more  per- 
sons, a  majority  of  whom  shall  be  citizens  of  the  United  States 
and  residents  of  New  Mexico,  may  organize  a  corporation  for 
religious,  benevolent,  charitable,  scientific  or  literary  purposes, 
or  for  the  establishment  of  colleges,  academies,  seminaries, 
churches  or  libraries,  in  the  following  manner:  They  may 
make  and  sign  a  certificate  setting  forth  the  name  of  the  pro- 
posed corporation,  its  objects,  location  and  term  of  its  exist- 
ence. Such  certificate  shall  be  acknowledged  by  at  least  five 
of  its  signers  before  a  commissioner  of  deeds  or  notary  public 
within  the  Territory,  and  shall  be  filed  in  the  office  of  the  sec- 
retary of  the  Territory. 

19.  Certificate  incorporates. — 238.  Upon  such  filing, 
the  persons  named  in  such  certificate  shall  become  and  be  a 
body  politic  and  corporate  by  the  name  stated  in  said  certificate, 
and  for  the  term  of  existence  therein  specified. 

20.  Powers. — 239.  Such  corporation  shall  have  power  to 
sue  and  be  sued,  to  have  and  use  a  corporate  seal,  to  take  such 
real  and  personal  property  as  is  necessary  or  proper  for  the  fur- 
therance of  its  objects  and  not  in  excess  of  the  amount  limited 
by  law,  by  purchase,  gift,  devise  or  bequest,  and  use  or  occupy 
the  same,  and  to  make  such  by-laws  as  to  its  membership,  per- 
petuation and  government  as  it  shall  deem  proper. 

21.  By-laws  invalid  if  not  filed. — 240.  A  copy  of  the 
by-laws  of  each  of  such  corporations  shall  be  filed  in  the  office 
of  the  secretary  of  the  Territory,  and  all  amendments  to  such 
by-laws  shall  likewise  be  so  filed,  and  no  by-law  shall  be  valid 


33°  Religious  Corporations. 

until  filed  as  aforesaid.     For  each  filing  of  a  certificate  or  by- 
laws the  secretary  shall  receive  one  dollar. 

22.  Real  estate,  how  sold  or  mortgaged. — 241.  No 
real  estate  belonging  to  any  such  corporation  shall  be  sold  or 
mortgaged,  except  by  consent  of  a  judge  of  the  supreme  court, 
which  consent  shall  be  founded  on  evidence  showing  the  pro- 
priety of  such  sale  or  mortgage,  and  such  evidence  may  be 
taken  by  a  master  or  referee,  if  so  decided  by  the  judges. 

Defects  of  Articles. 
(Act  of  Feb.    22,  18S9.) 

23.  How  amended. — The  directors  of  any  corporation 
organized  under  any  general  or  special  act  for  the  formation  of 
corporations,  in  whose  original  certificate  of  incorporation  any 
informality  may  exist  by  reason  of  any  omission  of  any  matter 
required  to  be  therein  stated,  or  any  mistake  therein  made,  are 
hereby  authorized  to  make  and  file  an  amended  certificate  of 
incorporation  to  conform  to  the  general  act,  or  to  correctly  ex- 
press the  intention  of  the  parties  thereto,  and,  upon  the  making 
and  filing  of  such  amended  certificate,  the  said  corporation 
shall,  for  all  purposes,  be  deemed  and  taken  to  be  a  cor- 
poration from  the  time  of  the  filing  of  the  original  certificate. 
Said  amended  certificate  shall  be  executed  and  filed  in  the  same 
manner  as  the  original  certificate. 

Application  of  Incorporation  Law. 
(Act  of  Feb.  25,    1889.) 

24.  Future  corporations. — i.  The  provisions  of  law 
contained  in  "Title  5,  Corporations,  Chap,  i,"  being  sections 
192  to  232  inclusive,  of  the  Compiled  Laws  of  1884  are  hereby 
amended  by  adding  to  section  192,  thereof,  the  following,  to 
wit :  Corporations  for  any  or  all  of  the  purposes  above  speci- 
fied, or  intended,  or  for  any  purposes  for  which  corporations 
are  or  shall  hereafter  be  authorized  by  any  general  incorpora- 
tion law  or  laws  of  this  Territory,  may  be  created  and  organ- 
ized in  conformity  with  the  provisions  of  law  compiled  in  this 
title  and  chapter  from  section  192  to  section  232,  both  inclu- 
sive, and  shall  be  authorized  and  empowered  to  exercise  the 
franchises  and  enjoy  the  benefits  conferred  and  granted  thereby, 


New  Mexico.  331 

and  to  acquire,  mortgage  and  dispose  of  property,  and  transact 
business  in  any  place  or  jurisdiction  within  or  without  the 
United  States  of  America. 

25.  Prior  corporations. — 2.  All  corporations  heretofore 
created  under  and  by  virtue  of  the  provisions  of  law  compiled 
as  the  said  chapter  and  contained  in  the  said  sections  of  the  said 
compiled  laws  are  hereby  vested  with  the  franchises,  authority 
and  powers  conferred  by  the  preceding  section  upon  future  cor- 
porations. 

Extension  of  Corporate  Life. 
(Act  of  Feb.   26,   1889.) 

26.  How  extended.  —  i.  All  corporations  heretofore 
organized  under  the  laws  of  the  Territory  of  New  Mexico  may 
at  any  time  before  the  expiration  of  the  period  of  their  exist- 
ence provided  by  the  articles  of  incorporation,  file  in  the  office 
of  the  secretary  of  the  Territory  a  certificate  signed  by  the 
president  and  secretary  of  the  corporation  declaring  that  by 
resolution  of  the  board  of  directors  passed  at  any  regular  or 
special  meeting,  the  corporate  existence  should  be  extended  for 
such  a  period  not  exceeding  fifty  (50)  years  as  shall  be  men- 
tioned in  said  resolution. 

27.  Certificate  to  be   filed   with  secretary.  —  2.    It 

shall  be  the  duty  of  the  secretary  of  the  Territory  to  file  said 
certificate  in  his  office,  along  with  the  original  articles  of  incor- 
poration and  deliver  to  said  corporation  a  certified  copy  thereof, 
for  which  filing  and  copy  he  shall  receive  the  sum  of  three 
dollars. 

28.  Certificate  to  be  filed  with  court. — 3.  A  copy 
of  said  certificate  duly  certified  by  the  secretary  of  the  Ter- 
ritory, shall  be  filed  in  the  office  of  the  probate  clerk  in  the 
county  where  the  principal  place  of  business  of  the  corporation 
is  located. 

29.  Certificate  to  be  evidence. — 4.  All  corporations 
complying  with  the  provisions  of  this  act  are  hereby  declared 
to  be  continued  for  the  period  mentioned  in  such  resolution 
and   certificate,  and   a    copy  of    any  such   certificate   filed   in 


332  Religious  Corporations. 

pursuance  of  this  act  and  certified  by  the  secretary  of  the  Ter- 
ritory shall  be  received  in  all  the  courts  and  places  as  presump- 
tive evidence  of  the  facts  therein. 

Church  Records. 

(Act  of  Feb.   lo,   1S91.) 

30.  When  to  be  received  as  evidence. — i.  Hereafter 
all  church  records  purporting  to  show  the  date  of  birth  and 
baptism,  marriage  or  death  of  any  person  shall  be  received  as 
prima  facie  evidence  of  such  facts  so  shown  thereb}',  in  all 
courts  of  this  Territory;  Provided^  That  such  records  shall  be, 
first,  more  than  thirty  years  old ;  second,  shall  come  from  the 
proper  custody;  and  third,  shall  be  examined  and  inspected  by 
the  court,  and  upon  such  examination  and  inspection  shall  be 
found  by  the  court  to  be  free  from  all  suspicion  of  fabrication, 
alteration  or  fraud  of  any  kind;  and  Provided  further^  That 
evidence  shall  be  admitted  and  allowed  in  rebuttal  thereof. 


NEW  YORK. 


CONSTITUTION.    Article  I. 
[In  effect,  Jan.  i,  1895.] 

1.  No  preference  to  any  religion. — 3.  The  free  exer- 
cise and  enjoyment  of  religious  profession  and  worship,  with- 
out discrimination  or  preference,  shall  forever  be  allowed  in 
this  State  to  all  mankind ;  and  no  person  shall  be  rendered  in- 
competent to  be  a  witness  on  account  of  his  opinions  on  matters 
of  religious  belief;  but  the  liberty  of  conscience  hereby  secured 
shall  not  be  so  construed  as  to  excuse  acts  of  licentiousness,  or 
justify  practices  inconsistent  with  the  peace  or  safety  of  the 
State.* 

Article  VIII. 

2.  Corporations  to  be  formed  under  general  laws. — 

Corporations  may  be  formed  under  general  laws ;  but  shall  not 
be  created  by  special  act,  except  for  municipal  purposes,  and 
in  cases  where,  in  the  judgment  of  the  Legislature,  the  objects 
of  the  corporation  cannot  be  attained  under  general  laws.  All 
general  laws  and  special  acts  passed  pursuant  to  this  section 
may  be  altered  from  time  to  time  or  repealed. 

3.  No  State  grants  to  be  given  or  loaned. — 9.  Neither 
the  credit  nor  the  money  of  the  State  shall  be  given  or  loaned 
to  or  in  aid  of  any  association,  corporation  or  private  under- 
taking. 

STATUTES. 

The  General  Corporation  Law. 

[Being  Chap.  563  of  the  laws  of  1890,  as  amended  by 
Chap.  687  of  the  laws  of  1892.] 

4.  Classification  of  corporations. — 2.  A  non-stock 
corporation  shall  be  either — 

I,   A  religious  corporation;  or 

♦Also  found  in  R.  S.,  Chap,  iv,  Part  i,  Sec.  9. 

(333) 


334  Religious  Corporations. 

2.   A  membership  corporation. 
•     A  reference  in  a  general  law  to  a  class  of   corporations 
described  in  accordance  with  this  classification  shall  include  all 
corporations  theretofore  formed  belonging  to  such  class. 

5.  Definitions. — 3.  A  domestic  corporation  is  a  corpo- 
ration incorporated  by  or  under  the  laws  of  the  State  or  colony 
of  New  York.  Every  corporation,  which  is  not  a  domestic 
corporation,  is  a  foreign  corporation. 

The  term,  directors,  when  used  in  relation  to  corporations, 
shall  include  trustees  or  other  persons,  by  whatever  name 
known,  duly  appointed  or  designated  to  manage  the  affairs  of 
the  corporation. 

The  term,  certificate  of  incorporation,  shall  include  arti- 
cles of  association  or  any  other  written  instruments  required 
by  law  to  be  filed,  to  effect  the  incorporation  of  a  corporation, 
including  a  certified  copy  of  an  original  certificate  of  incorpo- 
ration filed  for  such  purpose  in  pursuance  of  law. 

The  term,  member  of  a  corporation,  shall  include  every 
person  having  a  right  to  vote  at  a  meeting  of  the  corporation 
for  the  election  of  directors,  other  than  a  person  having  a 
right  to  vote  only  upon  a  proxy. 

The  term,  office  of  a  corporation,  means  its  principal  office 
within  the  State,  or  principal  place  of  business  within  the  State 
if  it  has  no  principal  office  therein.  The  office  of  a  stock  cor- 
poration shall  be  in  the  county,  town  or  city  in  which  its  busi- 
ness is  principally  carried  on. 

The  term,  business  of  a  corporation,  when  used  with  refer- 
ence to  a  non-stock  corporation,  includes  the  operations  for  the 
conduct  of  which  it  is  incorporated. 

6.  Qualification  of  incorporators. — 4-  A  certificate  of 
incorporation  must  be  executed  by  natural  persons,  who  must 
be  of  full  age,  and  at  least  two-thirds  of  them  must  be  citizens 
of  the  United  States,  and  a  majority  of  them  residents  of  this 
State.  This  section  shall  not  apply  to  a  corporation  formed  by 
the  reincorporation  or  consolidation  of  existing  corporations,  or 
to  the  reorganization  of  a  corporation  upon  the  sale  of  the 
property  and  franchises  of  a  previously  existing  corporation  or 
otherwise. 

7.  Filing  and  recording  certificates  of  incorporation. 

— 5.     Every  certificate  of  incorporation   and  amended  or  sup- 
plemental  certificate   hereafter   executed,   except   of   a  relig- 


New  York.  »  325 

ious,*  cemetery,  monied,  municipal  or  fire  department  corpora- 
tion, shall  be  filed  in  the  office  of  the  secretary  of  State,  and 
shall  be  by  him  duly  recorded  and  indexed  in  books  specially 
provided  therefor. 

8.  Corporations  of  the  same  name  prohibited. — 6. 
No  certificate  of  incorporation  of  a  proposed  corporation  hav- 
ing the  same  name  as  an  existing  domestic  corporation,  or  a 
name  so  nearly  resembling  it  as  to  be  calculated  to  deceive, 
shall  be  filed  or  recorded  in  any  office  for  the  purpose  of  effect- 
ing its  incorporation. 

A  corporation  formed  by  the  reincorporation,  reorganiza- 
tion, or  consolidation  of  other  corporations,  or  upon  the  sale  of 
the  property  or  franchises  of  a  corporation,  may  have  the  same 
name  as  the  corporation,  or  one  of  the  corporations  to  whose 
franchises  it  has  succeeded. 

9.  Amended  and  supplemental  certificates. — 7.     If  in 

the  original  or  amended  certificate  of  incorporation  of  any  cor- 
poration, or  if  in  a  supplemental  certificate  of  any  corporation 
any  informality  exist,  or  if  any  such  certificate  contain  any 
matter  not  authorized  by  law  to  be  stated  therein,  or  if  the 
proof  or  acknowledgment  thereof  shall  be  defective,  the  cor- 
porators or  directors  of  the  corporation  may  make  and  file  an 
amended  certificate  correcting  such  informality  or  defect,  or 
striking  out  such  unauthorized  matter;  and  the  certificate 
amended  shall  be  deemed  to  be  amended  accordingly  as  of  the 
date  such  amended  certificate  was  filed,  and  upon  the  filing  of 
such  an  amended  certificate  of  incorporation,  the  corporation 
shall  then  for  all  purposes  be  deemed  to  be  a  corporation  from 
the  time  of  filing  the  original  certificate. 

The  supreme  court  may,  upon  due  cause  shown  and  proof 
made,  and  upon  notice  to  the  attorney-general,  and  to  such 
other  persons  as  the  court  may  direct,  and  upon  such  terms 
and  conditions  as  it  may  impose,  amend  any  certificate  of  incor- 
poration which  fails  to  express  the  true  object  and  purpose 
of  the  corporation,  so  as  to  truly  set  forth  such  object  and  pur- 
pose. 

When  an  amended  or  supplemental  certificate  is  filed,  an 
entry  shall  be  made  upon  the  margin  of  the  index  and  record 
of  the  original  certificate  of  the  date  and  place  of  record  of 
every  such  amended  certificate. 

The  amendment  of  a  certificate  under  this  section  shall  be 

*  See  No.  33,  p.  343- 

26 


33^  ^       Religious  Corporations, 

without  prejudice  to  any  pending  action  or  proceeding,  or  to 
any  rights  previously  accrued. 

10.  Lost  or  destroyed  certificates.— 8.  If  either  of  the 
certificates  of  incorporation  shall  be  lost  or  destroyed  after 
filing,  a  certified  copy  of  the  other  certificate  may  be  filed  in 
the  place  of  the  one  so  lost  or  destroyed  and  as  of  the  date  of 
the  original  filing,  and  such  certified  copy  shall  have  the  same 
force  and  effect  as  the  original  certificate  had  when  filed. 

11.  Certificates  and  other  papers  as  evidence. — 9.  The 
certificate  of  incorporation  of  any  corporation,  duly  filed,  shall 
be  presumptive  evidence  of  its  incorporation,  and  any  amended 
certificate  or  other  paper  duly  filed  relating  to  the  incorporation 
of  any  corporation,  or  its  existence  or  management,  and  con- 
taining facts  required  by  law  to  be  stated  therein,  shall  be  pre- 
sumptive evidence  of  the  existence  of  such  facts. 

12.  Prohibition  of  other  than  statutory  powers,— 10. 

No  corporation  shall  possess  or  exercise  any  corporate  powers 
not  expressly  given  by  law  or  not  necessary  to  the  exercise  of 
the  powers  so  given. 

13.  Grant  of  general  powers.    Election  by-laws. — 

II.  Every  corporation  as  such  has  power,  though  not  specified 
in  the  law  under  which  it  is  incorporated  : 

1.  To  have  succession  for  the  period  specified  in  its  certifi- 
cate of  incorporation  or  by  law,  and  perpetually  when  no  period 
is  specified. 

2.  To  have  a  common  seal,  and  alter  the  same  at  pleasure. 

3.  To  acquire  by  grant,  gift,  purchase,  devise  or  bequest, 
to  hold  and  to  dispose  of  such  property  as  the  purposes  of  the 
corporation  shall  require,  subject  to  such  limitations  as  may  be 
prescribed  by  law. 

4.  To  appoint  such  officers  and  agents  as  its  business  shall 
require,  and  to  fix  their  compensation,  and 

5.  To  make  by-laws,  not  inconsistent  with  any  existing 
law,  for  the  management  of  its  property,  the  regulation  of  its 
affairs,  and  the  transfer  of  its  stock,  if  it  has  any  ....  By- 
laws duly  adopted  at  a  meeting  of  the  members  of  a  corpora- 
tion shall  control  the  action  of  its  directors.* 

No  by-law  regulating  the  election  of  directors  or  officers 
shall  be  valid  unless  published  for  at  least  two  weeks  in  a  news- 

*  See  No.  24,  p.  327. 


New  York.  337 

paper  in  the  county  where  the  election  is  to  be  held,  and  at 
least  thirty  days  before  such  election. 

14.  Limitations  of  amount  of  property  of  a  non- 
stock corporation. — 12.  A  corporation  not  having  capital 
stock  may  take  and  hold  property  not  exceeding  in  value  three 
million  dollars,  or  the  yearly  income  derived  from  which  shall 
not  exceed  five  hundred  thousand  dollars,  notwithstanding  the 
provisions  of  any  general  or  special  act  heretofore  passed  or 
certificate  of  incorporation  affecting  such  corporation. 

In  computing  the  value  of  such  property,  no  increase  in 
value  arising  otherwise  than  from  improvements  made  thereon 
shall  be  taken  into  account. 

15.  Acquisition    of  additional    real    property. —  13. 

When  any  corporation  shall  have  sold  or  conveyed  any  part  of 
its  real  property,  the  supreme  court  may,  notwithstanding 
any  restriction  of  a  general  or  special  law,  authorize  it  to  pur- 
chase and  hold  from  time  to  time  other  real  property,  upon 
satisfactory  proof  that  the  value  of  the  property  so  purchased 
does  not  exceed  the  value  of  the  property  so  sold  and  conveyed 
within  the  three  years  next  preceding  the  application. 

16.  Qualification  of  members  as  voters.* — 20.     At 

every  election  of  directors  and  meeting  of  the  members  of  any 
corporation,  every  member  who  is  not  ....  disqualified  by  the 
by-laws,  shall  be  entitled  to  one  vote,  if  a  non-stock  corporation, 
....  No  member  of  a  corporation  shall  sell  his  vote  or  issue 
a  proxy  to  any  person  for  any  sum  of  money  or  anything  of 
value.  The  books  and  papers  containing  the  record  of  mem- 
bership of  the  corporation  shall  be  produced  at  any  meeting  of 
its  members  upon  the  request  of  any  member.  If  the  right  to 
vote  at  any  such  meeting  shall  be  challenged,  the  inspectors 
of  election,  or  other  persons  presiding  thereat,  shall  require 
such  books,  if  they  can  be  had,  to  be  produced  as  evidence  of 
the  right  of  the  person  challenged  to  vote  at  such  meeting, 
and  all  persons  who  may  appear  from  such  books  to  be  mem- 
bers of  the  corporation  may  vote  at  such  meeting  in  person  or 
by  proxy,  subject  to  the  provisions  of  this  chapter. 

17.  Proxies. — 21.  Every  member  of  a  corporation,  ex- 
cept a  religious  corporation,  entitled  to  vote  at  any  meeting 
thereof,  may  so  vote  by  proxy 

*SeeNo.  53,  p.  354, 


338  Religious  Corporations. 

18.  Challenges. — 22.  Every  member  of  a  corporation 
offering  to  vote  at  any  election  or  meeting  of  the  corporation, 
shall,  if  required  by  an  inspector  of  election  or  other  officer 
presiding  at  such  election  or  meeting,  or  by  any  other  member 
present,  take  and  subscribe  the  following  oath : 

"  I  do  solemnly  swear  that  in  voting  at  this  election  I  have 
not,  either  directly,  indirectly  or  impliedly,  received  any  prom- 
ise or  any  sum  of  money,  or  anything  of  value  to  influence  the 
giving  of  my  vote  or  votes  at  this  meeting  or  as  a  consideration 
therefor." 

19.  Effect  of  failure  to  elect  directors. — 23.     If  the 

directors  shall  not  be  elected  on  the  day  designated  in  the  by- 
laws, or  by-law,  the  corporation  shall  not  for  that  reason  be 
dissolved  ;•  but  every  director  shall  continue  to  hold  his  office 
and  discharge  his  duties  until  his  successor  has  been  elected. 

20.  Mode  of  calling  special  election  of  directors. — 

24.  If  the  election  has  not  been  held  on  the  day  so  designated, 
the  directors  shall  forthwith  call  a  meeting  of  the  members  of 
the  corporation  for  the  purpose  of  electing  directors,  of  which 
meeting  notice  shall  be  given  in  the  same  manner  as  of  the 
annual  meeting  for  the  election  of  directors.  If  such  meeting 
shall  not  be  so  called  within  one  month,  or,  if  held,  shall  result 
in  a  failure  to  elect  directors,  any  member  of  the  corporation 
may  call  a  meeting  for  the  purpose  of  electing  directors  by 
publishing  a  notice  of  the  time  and  place  of  holding  such  meet- 
ing at  least  once  in  each  week  for  two  successive  weeks  imme- 
diately preceding  the  election,  in  a  newspaper  published  in  the 
county  where  the  election  is  to  be  held  and  in  such  other 
manner  as  may  be  prescribed  in  the  by-laws  for  the  publication 
of  notice  of  the  annual  meeting,  and  by  serving  upon  each 
member,  either  personally  or  by  mail,  directed  to  him  at  his 
last  known  post-office  address,  a  copy  of  such  notice  at  least 
two  weeks  before  the  meeting. 

21.  Mode  of  conducting  special  elections  of  directors. 

— 25.  Such  meeting  shall  be  held  at  the  office  of  the  corpora- 
tion, or  if  it  has  none,  at  the  place  in  this  State  where  its 
principal  business  has  been  transacted,  or  if  access  to  such 
office  or  place  is  denied  or  cannot  be  had,  at  some  other  place 
in  the  city,  village  or  town  where  such  office  or  place  is  or  was 
located.  At  such  meeting  the  members  attending  shall  consti- 
tute a  quorum.     They  may  elect  inspectors  of    election  and 


New  York.  33q 

directors  and  adopt  by-laws  providing  for  future  annual  meet- 
ings and  election  of  directors,  if  the  corporation  has  no  such 
by-laws,  and  transact  any  other  business  which  may  be  trans- 
acted at  an  annual  meeting  of  the  members  of  the  corporation. 

22.  Qualification  of  voters  and  canvass  of  votes  at 
special  elections. — 26.  In  the  absence  at  such  meeting  of  the 
books  of  the  corporation  showing  who  are  members  thereof, 
each  person,  before  voting,  shall  present  his  sworn  statement 

setting  forth  that  he  is  a  member  of  the  corporation 

On  filing  such  statement,  he  may  vote  as  a  member  of  the 
corporation ;  .  .  .  .  The  inspectors  shall  return  and  file  such 
statements,  with  a  certificate  of  the  result  of  the  election,  veri- 
fied by  them,  in  the  office  of  the  clerk  of  the  county  in  which 
such  election  is  held,  and  the  persons  so  elected  shall  be  the 
directors  of  the  corporation. 

23.  Powers  of  supreme  court  respecting  elections. — 

27.  The  supreme  court  shall,  upon  the  application  of  any  per- 
son or  corporation  aggrieved  by  or  complaining  of  any  election 
of  any  corporation  or  any  proceeding,  act  or  matter  touching 
the  same,  upon  notice  thereof  to  the  adverse  party,  or  to  those 
to  be  affected  thereby,  forthwith  and  in  a  summary  way,  hear 
the  affidavits,  proofs  and  allegations  of  the  parties,  or  otherwise 
inquire  into  the  matters  or  causes  of  complaint,  and  establish 
the  election  or  order  a  new  election,  or  make  such  order  and 
give  such  relief  as  right  and  justice  may  require. 

24.  Quorum  of  directors  and  powers  of  majority,* 

— 29.  The  affairs  of  every  corporation  shall  be  managed  by 
its  board  of  directors  at  least  two  of  whom  shall  be  residents  of 
this  State.  Unless  otherwise  provided  by  law  a  majority  of  the 
board  of  directors  of  a  corporation  at  a  meeting  duly  assembled 
shall  be  necessary  to  constitute  a  quorum  for  the  transaction  of 
business,  and  the  act  of  a  majority  of  the  directors  present  at  a 
meeting  at  which  a  quorum  is  present  shall  be  the  act  of  the 
board  of  directors.  Subject  to  the  by-laws,  f  if  any,  adopted  by 
the  members  of  a  corporation,  the  directors  may  make  neces- 
sary by-laws  of  the  corporation. 

25.  Directors  as  trustees  in  case  of  dissolution. — 30. 

Upon  the  dissolution  of  any  corporation,  its  directors,  unless 
other  persons  shall  be  appointed  by  the  Legislature,  or  by  some 

*  See  No.  56,  p.  356.  f  See  No.  13,  p.  336. 


340  Religious  Corporations. 

court  of  competent  jurisdiction,  shall  be  the  trustees  of  its 
creditors,  stockholders  or  members,  and  shall  have  full  power 
to  settle  its  affairs,  collect  and  pay  outstanding  debts,  and 
divide  among  the  persons  entitled  thereto  the  mone}^  and  other 
property  remaining  after  payment  of  debts  and  necessary  ex- 
penses. 

Such  trustees  shall  have  authority  to  sue  for  and  recover 
the  debts  and  property  of  the  corporation,  by  their  name  as 
such  trustees,  and  shall  jointly  and  severally  be  personally 
liable  to  its  creditors,  stockholders  or  members,  to  the  extent 
of  its  property  and  effects  that  shall  come  into  its  hands. 

26.  Forfeiture  for  non-user. — 31.  If  any  corporation, 
except  a  railroad,  turnpike,  plank  road  or  bridge  corporation, 
shall  not  organize  and  commence  the  transaction  of  its  busi- 
ness or  undertake  the  discharge  of  its  corporate  duties  within 
two  years  from  the  date  of  its  incorporation,  its  corporate 
powers  shall  cease. 

27.  Extension  of  corporate  existence. — 32.  Any  do- 
mestic corporation,  at  any  time  within  three  years  before  the 
expiration  thereof,  may  extend  the  term  of  its  existence  beyond 
the  time  specified  in  its  original  certificate  of  incorporation,  or 
by-law,  or  in  any  certificate  of  extension  of  corporate  exist- 
ence, ....  if  not  a  stock  corporation,  by  the  consent  of 
two-thirds  of  its  members,  in  and  by  a  certificate  signed  and 
acknowledged  by  them  and  filed  in  the  offices  in  which  the 
original  certificates  of  its  incorporation  were  filed,  if  at  all, 
and,  if  not,  then  in  the  offices  where  certificates  of  incorpora- 
tion are  now  required  by  law  to  be  filed,  and  the  officers  with 
whom  the  same  may  be  filed  shall  thereupon  record  them  in 
the  books  kept  in  their  respective  offices  for  the  record  of  such 
certificates,  and  make  a  memorandum  of  such  record  in  the 
margin  of  the  original  certificate  in  such  book,  if  any,  and 
thereupon  the  time  of  existence  of  such  corporation  shall  be 
extended,  as  designated  in  such  certificate,  for  a  term  not  ex- 
ceeding the  term  for  which  it  was  incorporated  in  the  first 
instance 

Every  corporation  extending  its  corporate  existence  under 
this  chapter  or  under  any  general  law  of  the  State  shall  there- 
after be  subject  to  the  provisions  of  this  chapter  and  of  such 
general  law,  notwithstanding  any  special  provisions  in  its  char- 
ter, and  shall  thereafter  be  deemed  to  be  incorporated  under 


New  York.  341 

the  general  laws  of  the  State  relating  to  the  incorporation  of  a 
corporation  for  the  purpose  of  carrying  on  the  business  in 
which  it  is  engaged,  and  shall  be  subject  to  the  provisions  of 
such  laws. 

28.  Conflicting  corporate  laws. — 33.  If  in  any  cor- 
porate law  there  is  or  shall  be  any  provision  in  conflict  with 
any  provisions  of  this  chapter  ....  the  provisions  so  con- 
flicting shall  prevail,  and  the  provision  of  this  chapter  with 
which  it  conflicts  shall  not  apply  in  such  a  case.  If  in  any  such 
law  there  is  or  shall  be  a  provision  relating  to  a  matter  em- 
braced in  this  chapter,  but  not  in  conflict  with  it,  such  provis- 
ion in  such  other  law  shall  be  deemed  to  be  in  addition  to 
the  provision  in  this  chapter  ....  relating  to  the  subject- 
matter,  and  both  provisions  shall,  in  such  case,  be  applicable. 

The  Religious  Corporations  Law. 

[Chap,  xlii  of  the  General  Laws.*   In  effect,  Oct.  i,  1895.] 

29.  General  Contents :  Art.  I.  Provisions  applicable  to 
religious  corporations  generally.     (§§  1-18.) 

Art.  II.  Special  provisions  for  the  incorporation  and  gov- 
ernment of  Protestant  Episcopal  parishes  or  churches.     (§§  30- 

36.)t 

Art.  III.  Special  provisions  for  the  incorporation  and  gov- 
ernment of  Roman  Catholic  and  Greek  churches.    (§§  50,  51.)* 

Art.  IV.  Special  provisions  for  the  incorporation  and  gov- 
ernment of  Reformed  Dutch,  Reformed  Presbyterian  and 
Evangelical  Lutheran  churches.      (§§  60-66.) J 

Art.  V.  Special  provisions  for  the  incorporation  and  gov- 
ernment of  churches  of  other  denominations.     (§§  80-93.) 

Art.  VI.  Special  provisions  for  the  incorporation  and  gov- 
ernment of  two  or  more  unincorporated  churches  as  a  imion 
church.     (^§  100,  1 01.) 

Art.  VII.  Laws  repealed ;  when  to  take  effect.  (§§  no,  in.) 

*  Ch.  723,  Laws,  1895.  t  Not  printed.  I  See  p.  372. 


342  Religious  Corporations. 

Article  I. 

Provisions   Applicable  to    Religious  Corporations 
Generally. 

30.  Contents,  Article  I:   i.  Short  title. 

2.  Definitions. 

3.  Filing  and   recording  certificates  of    incorporation   of 
religious  corporations. 

4.  Property  of  unincorporated  society  transferred  by  its 
incorporation. 

5.  General  powers  and  duties  of  trustees  of  religious  cor- 
porations. 

6.  Acquisition  of   property  by  religious  corporations  for 
branch  institutions;  management  thereof. 

7.  Acquisition   of   property  by  religious  corporations  for 
cemetery  purposes;  management  thereof. 

8.  Removal  of  human  remains  from   one  cemetery  of   a 
religious  corporation  to  another  cemetery  owned  by  it.* 

9.  Acquisition  of  property  by  two  or  more  religious  cor- 
porations for  a  common  parsonage. 

10.  Correction  and  confirmation  of  conveyances  to  relig- 
ious corporations. 

11.  Sale,  mortgage  and  lease  of  real  property  of  religious 
corporations. 

12.  Consolidation  of  incorporated  churches. 

13.  Judicial  investigation  of  amount  of  property  of  relig- 
ious corporations. 

14.  Corporations  with  governing  authority  over  churches. 

15.  Property  of  extinct  churches. 

16.  Corporations  for  organizing  and  maintaining  mission 
churches  and  Sunday-schools. 

17.  Corporations  for  acquiring  parsonages  for  presiding 
elders  and  camp-meeting  grounds.* 

18.  Application  of   this   chapter   to   churches   created  by 
special  laws. 

31.  Short  title. — i.     This  chapter  shall  be  known  as  the 
religious  corporations  law. 

32.  Definitions. — 2.     A   religious   corporation   is   a   cor- 
poration created  for  religious  purposes. 

An  incorporated  church  is  a  religious  corporation  created 

*  Not  printed  in  this  volume. 


New  York.  343 

to  enable  its  members  to  meet  for  divine  worship  or  other  re- 
ligious observances. 

An  unincorporated  church  is  a  congregation,  society,  or 
other  assemblage  of  persons  who  are  accustomed  to  statedly 
meet  for  divine  worship  or  other  religious  observances,  without 
having  been  incorporated  for  that  purpose. 

The  term  minister,  includes  a  clergyman,  pastor,  rector, 
priest,  rabbi,  or  other  person  having  authority  from,  or  in 
accordance  with,  the  rules  and  regulations  of  the  governing 
ecclesiastical  body  of  the  denomination  or  order,  if  any,  to 
which  the  church  belongs,  or  otherwise  from  the  church,  to 
preside  over  and  direct  the  spiritual  affairs  of  the  church. 

33.  Filing  and  recording  certificates  of  incorpora- 
tion of  religious  corporations. — 3.  The  certificate  of  incor- 
poration of  a  religious  corporation  shall  be  filed  and  recorded 
in  the  office  of  the  clerk  of  the  county  in  which  its  principal 
office  or  place  of  worship  is,  or  is  intended  to  be  situated.  If 
there  is  not,  or  is  not  intended  to  be,  any  such  office  or  place  of 
worship,  the  certificate  shall  be  filed  and  recorded  in  the  office 
of  the  secretary  of  state. 

34.  Property  of  unincorporated  society  transferred 
by  its  incorporation. — 4-  All  the  temporalities  and  property 
of  an  unincorporated  church,  or  of  any  unincorporated  religious 
society,  body,  association  or  congregation,  shall,  on  the  incor- 
poration thereof,  become  the  temporalities  and  property  of 
such  corporation,  whether  such  temporalities  or  property  be 
given,  granted  or  devised  directly  to  such  unincorporated 
church,  society,  body,  association  or  congregation,  or  to  any 
other  person  for  the  use  or  benefit  thereof. 

35.  General  powers  and  duties  of  trustees  of  relig- 
ious corporations. — 5.  The  trustees  of  every  religious  cor- 
poration shall  have  the  custody  and  control  of  all  the  temporal- 
ities and  property  belonging  to  the  corporation  and  of  the 
revenues  therefrom,  and  shall  administer  the  same  in  accord- 
ance with  the  discipline,  rules  and  usages  of  the  religious 
denomination  or  ecclesiastical  governing  body,  if  any,  with 
which  the  corporation  is  connected,  and  with  the  provisions  of 
law  relating  thereto,  for  the  support  and  maintenance  of  the 
corporation  or  of  some  religious,  charitable,  benevolent,  or 
educational  object  conducted  by  it,  or  in  connection  with  it,  or 
with  such  denomination,  and  they  shall  not  use  such  property 


344  Religious  Corporations. 

or  revenues  for  any  other  purpose  or  divert  the  same  from  such 
uses.  By-laws  duly  adopted  at  a  meeting  of  the  members  of 
the  corporation  shall  control  the  action  of  its  trustees. 

But  this  section  does  not  give  to  the  trustees  of  an  incor- 
porated church  any  control  over  the  calling,  settlement,  dis- 
missal or  removal  of  its  minister,  or  the  fixing  of  his  salary ;  or 
any  power  to  fix  or  change  the  times,  nature  or  order  of  the 
public  or  social  worship  of  such  church,  except  when  they  are 
also  the  spiritual  officers  of  such  church. 

36.  Acquisition  of  property  by  religious  corpora- 
tions for  branch  institutions ;  management  thereof. — 6. 

Any  religious  corporation  may  acquire  property  for  associate- 
houses,  church  buildings,  chapels,  mission-houses,  school-houses 
for  Sunday  or  parochial  schools,  or  dispensaries  of  medicine  for 
the  poor,  or  property  for  the  residence  of  its  ministers,  teachers 
or  employes.  The  persons  attending  public  worship  in  any 
such  associate-house,  mission-house,  church  building  or  chapel 
connected  therewith,  shall  not,  by  reason  thereof,  have  any 
rights  as  members  of  the  parent  corporation.  The  persons 
statedly  worshiping  in  any  such  house,  mission-house,  church 
building  or  chapel,  may  with  the  consent  of  the  trustees  of 
such  corporation,  become  separately  incorporated  as  a  church, 
and  the  parent  corporation  may,  in  pursuance  of  the  provisions 
of  law  regulating  the  disposition  of  real  property  by  religious 
corporations,  rent  or  convey  to  the  new  corporation  with  or 
without  consideration,  any  such  associate-house,  church  build- 
ing, chapel,  mission-house,  school-house  or  dispensary  and  the 
lot  connected  therewith,  subject  to  such  regulations  as  the  trus- 
tees of  the  parent  corporation  inay  make. 

37.  Acquisition  of  property  by  religious  corpora- 
tions for  cemetery  purposes ;  management  thereof. — 7.* 

A  religious  corporation  may  take  and  hold,  by  purchase,  grant, 
gift  or  devise,  real  property  for  the  purposes  of  a  cemetery ;  or 
such  lot  or  lots  in  any  cemetery  corinected  with  it,  as  may  be 
conveyed  or  devised  to  it,  with  or  without  provisions  limiting 
interments  therein  to  particular  persons  or  classes  of  persons ; 
and  may  take  and  hold  any  property  granted,  given,  devised  or 
bequeathed  to  it  in  trust  to  apply  the  same  or  the  income  or 
proceeds  thereof,  under  the  direction  of  the  trustees  of  the  cor- 
poration, for  the  improvement  or  embellishment  of  such  ceme- 

*The  provisions  for  removal  of  remains  from  cemeteries  contained  in  Section  8  are 

not  printed  in  this  volume. 


New  York.  345 

tery  or  any  lot  therein,  including  the  erection,  repair,  preserva- 
tion or  removal  of   tombs,   monuments,    gravestones,  fences 
railings  or  other  erections,  or  the  planting  or   cultivation  of 
trees,  shrubs,  plants,  or  flowers  in  or  around  any  such  cemetery 
or  cemetery  lots. 

A  religious  corporation  may  erect  upon  any  property  held 
by  it  for  cemetery  purposes,  a  suitable  building  for  religious 
services  for  the  burial  of  the  dead,  or  for  the  use  of  the  keepers 
or  other  persons  employed  in  connection  therewith,  and  may 
sell  and  convey  lots  in  such  cemetery  for  burial  purposes,  sub- 
ject to  such  conditions  and  restrictions  as  may  be  imposed  by 
the  instrument  by  which  the  same  was  acquired,  or  by  the  rules 
and  regulations  adopted  by  such  corporation.  Every  such 
conveyance  of  a  lot  or  plat  for  burial  purposes,  signed,  sealed 
and  acknowledged  in  the  same  manner  as  a  deed  to  be  recorded, 
may  be  recorded  in  like  manner  and  with  like  effect  as  a  deed 
of  real  property. 

38.  Acquisition  of  property  by  two  or  more  relig- 
ious corporations  for  a  common  parsonage. — 9.     Two  or 

more  religious  corporations  may  acquire  such  real  property 
as  may  be  necessary  for  use  as  a  parsonage,  and  the  right,  title 
and  interest  of  each  corporation  therein  shall  be  in  proportion 
to  its  contribution  to  the  cost  of  such  property.  The  trustees 
of  each  corporation  shall,  from  time  to  time,  appoint  one  of 
their  number  to  be  a  trustee  of  such  common  parsonage  prop- 
erty, to  hold  office  during  the  pleasure  of  the  appointing  trus- 
tees or  until  his  successor  be  appointed.  The  trustees  so 
appointed  shall  have  the  care  and  management  of  such  prop- 
erty and  may  make  such  improvements  thereupon  as  they  deem 
necessary,  and  determine  the  proportion  of  the  expense  of  the 
maintenance  thereof  which  each  corporation  shall  bear.  If  at 
any  time  either  of  such  corporations  acquires  or  desires  to 
acquire  for  its  own  exclusive  use  as  a  parsonage  other  real 
property,  it  may,  in  pursuance  of  the  provisions  of  law,  rela- 
ting to  the  disposition  of  real  property  by  religious  corpora- 
tions, sell  and  convey  its  interest  in  such  common  parsonage 
property  to  any  one  or  more  of  the  other  corporations  having 
an  interest  therein. 

39.  Correction  and  confirmation  of  conveyances  to 
religious  corporations. — 10.  If,  in  a  conveyance  of  real 
property,  or  in  any  instrument  intended  to  operate  as  such, 


346  Religious  Corporations, 

heretofore  or  hereafter  made  to  a  religious  corporation,  its  cor- 
porate name  is  not  stated  or  is  not  correctly  stated,  but  such 
conveyance  or  instrument  indicates  the  intention  of  the  g-rantor 
therein  to  convey  such  property  to  such  corporation,  and  such 
corporation  has  entered  into  possession  and  occupation  of  such 
property,  any  officer  of  the  corporation  authorized  so  to  do  by 
its  trustees,  may  file  in  the  office  of  the  clerk  of  the  county 
where  such  property  is  situated,  a  statement,  signed  and  veri- 
fied by  him,  setting  forth  the  date  of  such  conveyance  or 
instrument,  the  date  of  record  and  the  number  and  page  of  the 
book  of  record  thereof,  the  name  of  the  grantor,  a  description 
of  the  property  conveyed  or  intended  to  be  conveyed,  the  name 
of  the  grantee  as  expressed  in  such  conveyance  or  instrument, 
the  correct  name  of  such  corporation,  the  fact  of  authorization 
by  the  trustees  of  the  corporation  to  make  and  file  such  state- 
ment, and  that  the  grantors  in  such  conveyance  or  instrument 
intended  thereby  to  convey  such  property  to  such  corpora- 
tion as  he  verily  believes,  with  the  reasons  for  such  belief. 
Such  statement  shall  be  recorded  with  the  records  of  deeds  in 
such  office,  and  indexed  as  a  deed  from  the  grantee  as  named 
in  such  instrument  or  in  such  conveyance  to  such  corporation. 
The  clerk  shall  note  the  filing  and  recording  of  such  statement 
on  the  inargin  of  the  record  of  such  conve5'ance,  and  for  his 
services,  shall  be  entitled  to  receive  the  fees  allowed  for  record- 
ing deeds.  Such  statement  so  filed  and  recorded  shall  be  pre- 
sumptive evidence  that  such  matters  therein  stated  are  true, 
and  that  such  corporation  was  the  grantee  in  the  original  instru- 
ment or  conveyance. 

All  conveyances  heretofore  made,  or  by  any  instrument 
intended  to  be  made,  to  a  religious  corporation  of  real  property 
appropriated  to  the  use  of  such  corporation,  or  entitled  to  be  so 
appropriated,  are  hereby  confirmed  and  declared  valid  and 
effectual,  notwithstanding  any  defect  in  the  form  of  the  convey- 
ance or  the  description  of  the  grantee  therein,  but  this  section 
shall  not  affect  any  suit  or  proceeding  pending  on  the  thirty- 
first  day  of  January,  eighteen  hundred  and  seventy-one. 

40.  Sale,  mortgage  and  lease  of  real  property  of 
religious  corporations. —  n.  A  religious  corporation  shall 
not  sell  or  mortgage  any  of  its  real  property  without  applying 
to  and  obtaining  leave  of  the  court  therefor. 

The  trustees  of  an  incorporated  Protestant  Episcopal 
church  shall  not  vote  upon  any  resolution  or  proposition  for  the 


New  York.  347 

sale,  mortg-age  or  lease,  of  its  real  property,  unless  the  rector 
of  sueh  ehureh,  if  it  then  has  a  rector,  shall  be  present. 

The  trustees  of  an  incorporated  Roman  Catholic  church 
shall  not  make  application  to  the  court  for  leave  to  mortgage, 
lease  or  sell  any  of  its  real  property  without  the  consent  of  the 
archbishop  or  bishop  of  the  diocese  to  which  such  church 
belongs,  or  in  case  of  their  absence  or  inability  to  act,  with- 
out the  consent  of  the  vicar-general  or  administrator  of  such 
diocese. 

The  petition  of  the  trustees  of  an  incorporated  Protestant 
Episcopal  church  or  Roman  Catholic  church  shall,  in  addition 
to  the  matters  required  by  the  Civil  Code  to  be  set  forth  therein, 
set  forth  that  this  section  has  a,lso  been  complied  with. 

But  lots,  plats  or  burial  permits  in  a  cemetery  owned  by  a 
religious  corporation  may  be  sold  without  applying  for  or 
obtaining  leave  of  the  court. 

No  cemetery  lands  of  a  religious  corporation  shall  be  mort- 
gaged while  used  for  cemetery  purposes. 

41.  Consolidation    of    incorporated    churches. — 12. 

Two  or  more  incorporated  churclies  may  enter  into  an  agree- 
ment imder  their  respective  corporate  seals  for  the  consolida- 
tion of  such  corporations,  setting  ,forth  the  name  of  the  pro- 
posed new  corporation,  the  denomination,  if  any,  to  which  it  is 
to  belong,  and  if  the  churches  of  such  denomination  have  more 
than  one  method  of  choosing  trustees,  by  which  of  such  methods 
the  trustees  are  to  be  chosen,  the  number  thereof,  the  names  of 
the  persons  to  be  the  first  trustees  of  the  new  corporation,  and 
the  date  of  its  annual  corporate  meetings.  Such  agreement 
shall  not  be  valid  unless  approved  by  the  governing  body  of 
the  denomination,  if  any,  to  which  each  church  belongs,  hav- 
ing jurisdiction  over  such  church.  Each  corporation  shall 
make  a  separate  petition  to  the  supreme  court  for  an  order  con- 
solidating the  corporations,  setting  forth  the  denomination,  if 
any,  to  which  the  church  belongs,  that  the  consent  to  the  con- 
solidation of  the  governing  body,  if  any,  of  that  denomination 
has  been  obtained,  the  agreement  therefor  and  a  statement  of 
all  the  property  and  liabilities  and  the  amount  and  sources  of 
the  annual  income  of  such  petitioning  corporations.  The  court 
may  direct  that  notice  of  the  hearing  of  such  petition  be  given 
to  parties  interested  therein  in  such  manner  and  for  such  time 
as  it  may  prescribe.  After  hearing  all  parties  interested,  present 
and  desiring  to  be  heard,  the  court  may  make  an  order  for  the 


348  Religious  Corporations. 

consolidation  of  the  corporations  on  the  terms  of  such  agreement 
and  such  other  terms  and  conditions  as  it  may  prescribe,  speci- 
fying the  name  of  such  corporation  and  the  first  trustees 
thereof,  and  the  method  by  which  their  successors  shall  be 
chosen.  When  such  order  is  made  and  duly  entered,  the  per- 
sons theretofore  constituting  such  corporations  shall  become  an 
incorporated  church  by  the  name  designated  in  the  order,  and 
the  trustees  therein  named  shall  be  the  first  trustees  thereof, 
and  the  future  trustees  thereof,  shall  be  chosen  by  the  method 
therein  designated.  All  the  rights  and  powers  which  belonged 
to  each  of  the  corporations  so  consolidated,  shall  be  vested  in 
such  new  corporation,  which  shall  be  liable  for  all  debts  and 
liabilities  of  the  former  corporations.  A  copy  of  such  order 
shall  be  recorded  in  the  book  for  recording  certificates  of  incor- 
poration in  each  county  clerk's  office  in  which  the  certificate  of 
incorporation  of  each  consolidating  church  was  recorded ;  or  if 
no  such  certificate  was  so  recorded,  then  in  the  clerk's  office  of 
the  county  in  which  the  principal  place  of  worship  or  principal 
office  of  the  new  corporation  is,  or  is  intended  to  be  situated. 

42.  Judicial  investigation  of  amount  of  property  of 
religious  corporations. — 13.  The  supreme  court  at  a  special 
term,  held  in  the  judicial  district  in  which  the  principal  place 
of  worship  or  of  holding  corporate  meetings  of  a  religious  cor- 
poration is  situated,  may  require  such  corporation  to  make  and 
file  an  inventory  of  its  property,  verified  by  its  trustees  or  a 
majority  of  them,  on  the  written  application  of  the  attorney- 
general,  stating  that,  from  his  knowledge,  or  on  information 
and  belief,  the  value  of  the  property  held  by  such  corporation 
exceeds  the  amount  authorized  by  law.  On  presentation  of 
such  application,  the  court  shall  order  that  a  notice  of  at  least 
eight  days,  together  with  a  copy  of  the  application,  be  served 
upon  the  trustees  of  the  corporation,  requiring  them  to  show 
cause  at  a  time  and  place  therein  specified  why  they  should  not 
make  and  file  such  inventory  and  account.  If,  on  the  hearing 
of  such  application,  no  good  cause  is  shown  to  the  contrary, 
the  court  may  make  an  order  requiring  such  inventory  or 
account  to  be  filed,  and  may  also  proceed  to  take  and  state  the 
amount  of  property  held  by  the  corporation,  and  may  appoint 
a  referee  for  that  purpose;  and  when  such  account  is  taken  and 
stated,  after  hearing  all  the  parties  appearing  on  the  applica- 
tion, the  court  may  enter  an  order  determining  the  amount  of 
property  so  held  by  the   corporation  and  its  annual  income, 


New  York.  34q 

from  which  order  an  appeal  may  be  taken  by  any  party 
aggrieved  as  from  a  judgment  of  the  supreme  court  in  an 
action  tried  therein  before  a  court  without  a  jury.  No  corpo- 
ration shall  be  required  to  make  and  file  more  than  one  inven- 
tory and  account  in  any  one  year,  or  to  make  a  second  account 
and  inventory  while  proceedings  are  pending  for  the  statement 
of  an  account  under  this  section. 

43.  Corporations  with  governing  authority  over 
churches. — 14.  An  unincorporated  diocesan  convention, 
presbytery,  classis,  synod,  annual  conference,  or  other  eccle- 
siastical governing  body  having  jurisdiction  over  several 
churches,  may  at  a  stated  meeting  thereof,  determine  to  be- 
come incorporated  by  a  designated  name,  and  may  by  a  plural- 
ity vote,  elect  not  less  than  three  nor  more  than  nine  persons 
to  be  the  first  trustees  of  such  corporation.  The  presiding 
officer  and  clerk  of  such  governing  body  shall  execute  and 
acknowledge  a  certificate  stating  that  such  proceedings  were 
duly  taken  as  herein  provided,  the  name  by  which  such  cor- 
poration is  to  be  known,  and  the  names  of  such  first  trustees. 
On  filing  such  certificate  the  members  of  such  governing  body 
and  their  successors  shall  be  a  corporation  by  the  name  stated 
in  the  certificate,  and  the  persons  named  as  trustees  therein 
shall  be  the  first  trustees  thereof. 

The  trustees  of  every  incorporated  governing  body  and 
their  successors  shall  hold  their  offices  during  the  pleasure  of 
such  body,  which  may  remove  them  and  fill  vacancies  in  ac- 
cordance with  its  rules  and  regulations.  Such  corporation  may 
take,  administer  and  dispose  of  property  for  the  benefit  of 
such  governing  body,  or  of  any  parish,  congregation,  society, 
church,  mission,  religious,  benevolent,  charitable  or  educa- 
tional  institution   existing  or  acting  under  it. 

44.  Property  of  extinct  churches. — 15.  Such  incor- 
porated governing  body  may  decide  that  a  church,  parish  or 
society  in  connection  with  it  or  over  which  it  has  ecclesiastical 
jurisdiction,  has  become  extinct,  if  it  has  failed  for  two  con- 
secutive years  next  prior  thereto  to  maintain  religious  services 
according  to  the  discipline,  customs  and  usages  of  such  govern- 
ing body,  or  has  had  less  than  thirteen  resident  attending 
members  paying  annual  pew  rent  or  making  annual  contribu- 
tion towards  its  support,  and  may  take  possession  of  the  tem- 
poralities and  property  belonging   to  such  church,   parish  or 


350  Religious  Corporations. 

religious  society,  and  manage;  or  may,  in  pursuance  of  the 
provisions  of  law  relating  to  the  disposition  of  real  property 
by  religious  corporations,  sell  or  dispose  of  the  same  and  apply 
the  proceeds  thereof  to  any  of  the  purposes  to  which  the 
property  of  such  governing  religious  body  is  devoted,  and  it 
shall  not  divert  such  property  to  any  other  object. 

45.  Corporations  for  organizing  and  maintaining 
mission  churches  and  Sunday-schools. — 16.  Ten  or  more 
members  of  two  or  more  incorporated  churches  may  become 
a  corporation  for  the  purpose  of  organizing  and  maintaining 
mission  churches  and  Sunday-schools  in  the  vicinity  of  such 
incorporated  churches  and  of  acquiring  property  therefor,  by 
executing,  acknowledging  and  filing  a  certificate  stating  the 
name  of  such  corporation,  the  city  in  which  it  is  to  be  located; 
the  names  of  the  churches;  the  members  of  which  are  to  be 
admitted  to  membership  therein;  the  number  of  trustees  to 
manage  its  affairs,  which  shall  be  three,  six  or  nine,  and  the 
names  of  the  trustees  for  the  first  year  of  its  existence.  When- 
ever a  mission  church  established  by  such  corporation  becomes 
self-sustaining,  such  mission  church  may  become  incorporated 
and  shall  be  governed  in  pursuance  of  the  laws  for  the  incor- 
poration and  government  of  a  church  of  the  religious  denomi- 
nation to  which  such  mission  church  belongs,  and  thereon  such 
parent  corporation  may  convey  to  such  incorporated  church  the 
property  connected  therewith. 

46.  Apphcation  of  this  chapter  to  churches  created 
by  special  laws. — 18.  If  a  church  be  incorporated  by  special 
law,  it  and  its  trustees  shall  have,  in  addition  to  the  powers 
conferred  on  it  by  such  law,  all  the  powers  and  privileges  con- 
ferred on  incorporated  churches  and  the  trustees  thereof  respec- 
tively by  the  provisions  of  this  article,  and  also  all  the  powers 
and  privileges  conferred  by  this  chapter  on  churches  of  the 
same  denomination  or  of  the  like  character,  and  on  the  trustees 
thereof  respectively. 

Article  V.* 

Special  Provisions  for  the  Incorporation  of  Churches  of 
Other  Denominations. 

47.  Contents,  Article  V. 

8o.   Application  of  this  article. 

♦Articles  II,  III  and  IV  deal  with  particular  denominations,  such  as  the  Roman 
Catholic 


New  York, 


351 


8i.   Notice  of  meeting  for  incorporation. 

82.  The  meeting  for  incorporation. 

83.  The  certificate  of  incorporation. 

84.  Time,  place  and  notice  of  corporate  meetings. 

85.  Organization  and  conduct  of  corporate  meetings  ; 
qualifications  of   voters  thereat. 

86.  Changing  date  of  annual  corporate  meetings. 

87.  Changing  number  of  trustees. 

88.  Meetings  of  trustees. 

89.  The  creation  and  filling  of  vacancies  among  trustees  of 
such  churches. 

90.  Control  of  trustees  by  corporate  meetings  of  such 
churches;    salaries  of  ministers. 

91.  Trustees  of  a  church  in  connection  with  the  United 
Brethren  in  Christ.* 

92.  Trusts  for  Shakers  and  Friends.* 

93.  Conveyance  of  trust  property  of  Friends.* 

48.  Application  of  this  article. — So.  This  article  is 
not  applicable  to  a  Protestant  Episcopal  church,  a  Roman 
Catholic  church,  or  to  a  Christian  Orthodox  Catholic  church 
of  the  Eastern  Confession.  No  provision  of  this  article  is 
applicable  to  a  Reformed  church  in  America,  a  true  Reformed 
Dutch  church  in  the  United  States  of  America,  a  Reformed 
Presbyterian  church  or  to  an  Evangelical  Lutheran  church, 
except  as  declared  to  be  so  applicable  by  the  next  preceding 
article  of  this  chapter. 

This  article  is  applicable  to  churches  of  all  other  denomi- 
nations. 

49.  Notice  of  meeting  for  incorporation. — 81.  Notice 
of  a  meeting  for  the  purpose  of  incorporating  an  unincorpo- 
rated church,  to  which  this  article  is  applicable,  shall  be  given 
as  follows  : 

The  notice  shall  be  in  writing,  and  shall  state,  in  substance, 
that  a  meeting  of  such  unincorporated  church  will  be  held  at 
its  usual  place  of  worship  at  a  specified  day  and  hour,  for  the 
purpose  of  incorporating  such  church  and  electing  trustees 
thereof. 

The  notice  must  be  signed  by  at  least  six  persons  of  full 
age,  who  are  then  members  in  good  and  regular  standing  of 
such  church  by  admission  into  full  communion  or  membership 

*  Not  printed  in  this  volume. 

27 


352  Religious  Corporations. 

therewith,  in  accordance  with  the  rules  and  regiilations  of  such 
church,  and  of  the  governing  ecclesiastical  body  of  the  denom- 
ination or  order,  if  any,  to  which  the  church  belongs,  or  who 
have  statedly  worshiped  with  such  church  and  have  regularly 
contributed  to  the  financial  support  thereof  during  the  year 
next  prior  thereto,  or  from  the  time  of  the  formation  thereof. 

A  copy  of  such  notice  shall  be  posted  conspicuously  on 
the  outside  of  the  main  entrance  to  such  place  of  worship,  at 
least  fifteen  days  before  the  day  so  specified  for  such  meeting, 
and  shall  be  publicly  read  at  each  of  the  two  next  preceding 
regular  meetings  of  such  unincorporated  church  for  public 
worship,  at  least  one  week  apart,  at  morning  service,  if  such 
service  be  held,  on  Sunday,  if  Sunday  be  the  day  for  such  reg- 
ular meetings,  by  the  first  named  of  the  following  persons  who 
is  present  thereat,  to  wit  :  The  minister  of  such  church,  the 
officiating  minister  thereof,  the  elders  thereof  in  the  order  of 
their  age  beginning  with  the  oldest,  the  deacons  of  the  church 
in  the  order  of  their  age  beginning  with  the  oldest,  any  person 
qualified  to  sign  such  notice. 

50.  The  meeting  for  incorporation. — 82.  At  the  meet- 
ing for  incorporation  held  in  pursuance  of  such  notice,  the  fol- 
lowing persons,  and  no  others,  shall  be  qualified  voters,  to  wit: 
All  persons  of  full  age,  who  are  then  members,  in  good  and 
regular  standing  of  such  church  by  admission  into  full  commu- 
nion or  membership  therewith,  in  accordance  with  the  rules 
and  regulations  thereof,  and  of  the  governing  ecclesiastical 
body,  if  any,  of  the  denomination  or  order,  to  which  the  church 
belongs,  or  who  have  statedly  worshiped  with  such  church  and 
have  regularly  contributed  to  the  financial  support  thereof  dur- 
ing the  year  next  preceding  such  meeting,  or  from  the  time  of 
the  formation  thereof. 

The  presence  of  a  majority  of  such  qualified  voters,  at 
least  six  in  number,  shall  be  necessary  to  constitute  a  quorum 
of  such  meeting.  The  action  of  the  meeting  upon  any  matter 
or  question  shall  be  decided  by  a  majority  of  the  qualified 
voters  voting  thereon,  a  quorum  being  present. 

The  first  named  of  the  following  persons,  who  is  present 
at  such  meeting  shall  preside  thereat,  to  wit  :  the  minister  of 
the  church,  the  officiating  minister  thereof,  the  elders  thereof 
in  the  order  of  their  age,  beginning  with  the  oldest,  the  deacons 
thereof  in  the  order  of  their  age,  beginning  with  the  oldest, 
any  qualified  voter  elected  to  preside.     The  presiding  officer  of 


New  York.  353 

the  meeting  shall  receive  the  votes,  be  the  judge  of  the  quali- 
fications of  voters  and  declare  the  result  of  the  votes  cast  on 
any  matter.  The  polls  of  the  meeting  shall  remain  open  for 
one  hour,  and  longer,  in  the  discretion  of  the  presiding  officer, 
or  if  required,  by  a  majority  of  the  voters  present. 

Such  meeting  shall  decide  whether  such  unincorporated 
church  shall  become  incorporated.  If  such  decision  shall  be 
in  favor  of  incorporation  such  meeting  shall  decide  upon  the 
name  of  the  proposed  corporation,  the  number  of  the  trustees 
thereof,  which  shall  be  three,  six  or  nine,  and  sha.ll  determine 
the  date,  not  more  than  fifteen  months  thereafter,  on  which 
the  first  annual  election  of  the  trustees  thereof  after  such 
meeting  shall  be  held.  Such  meeting  shall  elect  from  the  per- 
sons qualified  to  vote  at  such  meeting,  one-third  of  the  number 
of  trustees  so  decided  on  who  shall  hold  office  until  the  first 
annual  election  of  trustees  thereafter,  one-third  of  such  num- 
ber of  trustees  to  hold  office  until  the  second  annual  election 
of  trustees  thereafter,  and  one-third  of  such  number  of  trus- 
tees to  hold  office  until  the  third  annual  election  of  trustees 
thereafter. 

51.  The  certificate  of  incorporation. — 8$.  The  presid- 
ing officer  of  such  meeting  and  at  least  two  other  persons 
present  and  voting  thereat,  shall  execute  and  acknowledge  a 
certificate  of  incorporation,  setting  forth  the  matters  so  deter- 
mined at  such  meeting,  the  trustees  elected  thereat  and  the 
terms  of  office  for  which  they  were  respectively  elected  and 
the  county,  town,  city  or  village  in  which  its  principal  place  of 
worship  is  or  is  intended  to  be  located.  On  filing  such  certifi- 
cate the  members  of  such  church  and  the  persons  qualified  to 
vote  at  such  meeting  and  who  shall  thereafter,  from  time  to 
time,  be  qualified  voters,  at  the  corporate  meetings  thereof, 
shall  be  a  corporation  by  the  name  stated  in  such  certificate, 
and  the  persons  therein  stated  to  be  elected  trustees  of  such 
church  shall  be  the  trustees  thereof,  for  the  terms  for  which 
they  were  respectively  so  elected. 

52.  Time,  place  and  notice  of  corporate  meetings. 
— 84.  The  annual  corporate  meeting  of  every  incorporated 
church  to  which  this  article  is  applicable,  shall  be  held  at  the 
time  and  place  fixed  by  or  in  pursuance  of  law  therefor,  if  such 
time  and  place  be  so  fixed,  and  otherwise,  at  a  time  and  place 
to  be  fixed  by  its  trustees.     A  special  corporate  meeting  of  any 


354  Religious  Corporations. 

such  church  may  be  called  by  the  board  of  trustees  thereof,  on 
its  own  motion  or  on  the  written  request  of  at  least  ten  quali- 
fied voters  of  such  church.  The  trustees  shall  cause  notice  of 
the  time  and  place  of  its  annual  corporate  meeting,  therein 
specifying  the  names  of  any  trustees,  whose  successors  are  to 
be  elected  thereat,  and,  if  a  special  meeting,  specifying  the 
business  to  be  transacted  thereat,  to  be  given  at  a  regular 
meeting  of  the  church  for  public  worship,  at  morning  service, 
if  such  service  be  held,  on  each  of  the  two  successive  Sundays 
next  preceding  such  meeting,  if  Sunday  be  the  regular  day  for 
such  public  worship,  and  public  worship  be  had  thereon,  or 
otherwise  at  a  regular  meeting  of  such  church  for  public  wor- 
ship on  each  of  two  days,  at  least  one  week  apart,  next  preced- 
ing such  meeting,  or  if  no  such  public  worship  be  held  during 
such  period,  by  conspicuously  posting  such  notice,  in  writing, 
upon  the  outer  entrance  to  the  principal  place  of  worship  of 
such  church.  Such  notice  shall  be  given  by  the  minister  of 
the  church,  if  there  be  one,  or  if  not,  by  the  officiating  minis- 
ter thereof,  if  there  be  one,  or  if  not,  or  if  any  such  minister 
refuse  to  give  such  notice,  by  any  officer  of  such  church.  But 
a  special  corporate  meeting  of  an  incorporated  Presbyterian 
church,  to  elect  a  pastor  of  such  church  or  to  take  action  in 
reference  to  the  dissolution  of  the  relations  of  the  pastor  and 
the  church,  may  be  called  only  by  the  session  of  such  church. 
They  may  call  such  meeting  whenever  they  deem  it  advisable 
to  do  so,  or  upon  the  request  to  them,  by  petition,  of  a  majority 
of  the  qualified  voters  of  such  corporation,  they  must  call 
such  meeting.  They  shall  give  notice  of  such  meeting  in 
either  case,  in  the  manner  in  this  section  provided  in  a  notice 
of  a  special  meeting. 

53.  Organization  and  conduct  of  corporate  meet- 
ings; qualifications  of  voters  thereat, — 85.  At  a  corpo- 
rate meeting  of  an  incorporated  church  to  which  this  article  is 
applicable,  the  following  persons,  and  no  others,  shall  be  qual- 
ified voters,  to  wit :  All  persons  of  full  age,  who  are  then  mem- 
bers in  good  and  regular  standing  of  such  church  by  admission 
into  full  communion  or  membership  therewith,  in  accordance 
with  the  rules  and  regulations  thereof,  and  of  the  governing 
ecclesiastical  body,  if  any,  of  the  denomination  or  order  to 
which  the  church  belongs,  or  who  have  been  stated  attendants 
on  divine  worship  in  such  church  and  have  regularly  contrib- 
uted to  the  financial  support  thereof  during  the  year  next  pre- 


New  York.  355 

ceding-  such  meeting;  except  that  at  a  corporate  meeting  of 
any  Methodist  Episcopal  church  in  the  city  of  Brooklyn,  only 
persons  who  shall  have  then  been  members  thereof  for  at  least 
one  year  prior  thereto  shall  be  qualified  voters  ;  and  any  incor- 
porated church  in  connection  with  the  Congregational  denomi- 
nation may  at  any  annual  corporate  meeting  thereof,  if  notice 
of  the  intention  so  to  do  has  been  given  with  the  notice  of 
such  meeting,  determine  that  thereafter  only  members  of  such 
church  shall  be  qualified  voters  at  corporate  meetings  thereof. 

The  presence  at  such  meeting  of  at  least  six  persons  qual- 
ified to  vote  thereat  shall  be  necessary  to  constitute  a  quorum. 
The  action  of  the  meeting  upon  any  matter  or  question  shall  be 
decided  by  a  majority  of  the  qualified  voters  voting  thereon,  a 
quorum  being  present. 

The  first  named  of  the  following  persons  who  is  present  at 
such  meeting,  shall  preside  thereat,  to  wit:  The  minister  of 
such  church,  the  officiating  minister  thereof;  the  officers  thereof 
in  the  order  of  their  age  beginning  with  the  oldest,  any  quali- 
fied voters  elected  therefor  at  the  meeting.  The  presiding 
officer  of  the  meeting  shall  receive  the  votes,  be  the  judge  of 
the  qualifications  of  voters  and  declare  the  result  of  the  votes 
cast  on  any  matter.  The  polls  of  an  annual  corporate  meeting 
shall  continue  open  for  one  hour,  and  longer  in  the  discretion 
of  the  presiding  officer,  or  if  required,  by  a  majority  of  the 
qualified  voters  present. 

At  each  annual  coi-porate  meeting,  successors  to  those 
trustees  whose  terms  of  office  then  expire,  shall  be  elected 
from  the  qualified  voters  by  ballot,  for  a  term  of  three  years 
thereafter. 

54.  Changing  date  of  annual  corporate  meetings. — 

86.  An  annual  corporate  meeting  of  an  incorporated  church 
to  which  this  article  is  applicable,  may  change  the  date  of  its 
annual  meeting  thereafter.  If  such  date  shall  next  thereafter 
occur  less  than  six  inonths  after  the  annual  meeting  at  which 
such  change  is  made,  the  next  annual  meeting  shall  be  held 
one  year  from  such  next  recurring  date.  For  the  purpose  of 
determining  the  terms  of  office  of  trustees,  the  time  between 
the  annual  meeting  at  which  such  change  is  made  and  the  next 
annual  meeting  thereafter  shall  be  reckoned  as  one  year. 

55.  Changing  number  of  trustees. — 87.  An  incor- 
porated church  to  which  this  article  is  applicable,  may,  at  an 
annual  corporate  meeting,  change  the  number  of  its  trustees  to 


356  Religious  Corporations, 

three,  six  or  nine,  or  classify  them  so  that  the  terms  of  one- 
third  expire  each  year.  No  such  change  shall  affect  the  terms 
of  the  trustees  then  in  office,  and  if  the  change  reduces  the 
number  of  trustees,  it  shall  not  take  effect  until  the  nvimber  of 
trustees  whose  terms  of  ofhce  continue  for  one  or  more  years 
after  an  annual  election,  is  less  than  the  number  determined 
upon.  Whenever  the  number  of  trustees  so  holding  over  is 
less  than  the  number  so  determinsd  on,  trustees  shall  be  elected 
in  addition  to  those  so  holding  over,  sufficient  to  make  the 
number  of  trustees  for  the  ensuing  year  equal  to  the  number  so 
determined  on.  The  trustees  so  elected  up  to  and  including 
one-third  of  the  number  so  determined  on,  shall  be  elected  for 
three  years,  the  remainder  up  to  and  including  one-third  of  the 
number  so  determined  on  for  two  years  and  the  remainder  for 
one  year. 

56.  Meetings  of  trustees. — 88.  Two  of  the  trustees  of 
an  incorporated  church,  to  which  this  article  is  applicable,  may 
call  a  meeting  of  such  trustees,  by  giving  at  least  twenty-four 
hours'  notice  thereof  personally  or  by  mail  to  the  other  trus- 
tees. A  majority  of  the  trustees  lawfully  convened  shall  con- 
stitute a  quorum  for  the  transaction  of  business.  In  case  of  a 
tie  vote  at  a  meeting  of  the  trustees,  the  presiding  officer  of 
such  meeting  shall,  notwithstanding  he  has  voted  once,  have 
an  additional  casting  vote. 

57.  The  creation  and  filling  of  vacancies  among 
trustees  of  such  churches. — 89.  If  any  trustee  of  an  in- 
corporated church  to  which  this  article  is  applicable,  declines 
to  act,  resigns  or  dies,  or  having  been  a  member  of  such 
church,  ceases  to  be  such  member,  or  not  having  been  a  mem- 
ber of  such  church,  ceases  to  be  a  qualified  voter  at  a  corporate 
meeting  thereof,  his  office  shall  be  vacant,  and  such  vacancy 
may  be  filled  by  the  remaining  trustees  until  the  next  annual 
corporate  meeting  of  such  church,  at  which  meeting  the 
vacancy  shall  be  filled  for  the  unexpired  term. 

58.  Control  of  trustees  by  corporate  meetings  of 
such  churches.  Salaries  of  ministers. — 90-  ^  corporate 
meeting  of  an  incorporated  church,  whose  trustees  are  elective 
as  such,  may  give  directions,  not  inconsistent  with  law,  as  to 
the  manner  in  which  any  of  the  temporal  affairs  of  the  church 
shall  be  administered  by  the  trustees  thereof;  and  such  direc- 
tions shall  be  followed  by  the  trustees.     The  trustees  of  an  in- 


New  York.  357 

corporated  church  to  which  this  article  is  appHcable,  shall  have 
nu  power  to  settle  or  remove  or  fix  the  salary  of  the  minister, 
or  without  the  consent  of  a  corporate  meeting,  to  incur  debts 
beyond  what  is  necessary  for  the  care  of  the  property  of  the 
corporation ;  or  to  fix  or  change  the  time,  nature  or  order  of  the 
public  or  social  worship  of  such  church,  except  when  such  trus- 
tees are  also  the  spiritual  officers  of  such  church. 

Article  VI. 

Special  Provisions  for  the  Incorporation  and  Govern- 
ment or  Two  OR  More  Unincorporated  Churches 
AS  A  Union  Church. 

59.  Contents,  Article  VI. 

100.  Joint  meeting  for  the  purposes  of  incorporation. 

10 1.  Government  of  incorporated  union  churches. 

60.  Joint  meeting  for  the  purposes  of  incorporation. 

— 100.  Two  or  more  unincorporated  churches,  which  sepa- 
rately agree  on  a  plan  of  union  and  determine  to  meet  together 
for  the  purpose  of  being  incorporated  as  a  union  church,  may 
be  incorporated  as  a  union  church  in  pursuance  of  the  provi- 
sions of  the  next  preceding  article,  and  thereafter  such  union 
church  shall  be  governed  by  the  general  provisions  of  such 
article,  as  near  as  may  be,  except  as  otherwise  provided  in 
this  article.  A  notice  of  such  joint  meeting  shall  be  given  to 
the  congregation  of  each  church,  in  pursuance  of  the  provi- 
sions of  the  next  preceding  article  of  this  chapter,  relating 
to  notice  of  meeting  for  incorporations  in  every  respect,  as  if 
it  were  a  notice  of  a  meeting  for  the  separate  incorporation  of 
such  church  under  such  article,  except  that  the  notice  shall 
state  in  substance  that  a  joint  meeting  of  such  incorporated 
churches,  which  shall  be  specified  in  the  notice,  will  be  held 
for  the  purpose  of  incorporating  such  churches  as  a  union 
church,  and  electing  trustees  thereof  at  a  time  and  place  speci- 
fied in  the  notice,  which  place  may  be  the  usual  place  of  wor- 
ship of  either  of  such  churches  or  any  other  reasonably  conve- 
nient place.  Such  notice  must  be  signed  by  at  least  six  persons 
from  each  of  such  churches  who  would  be  authorized  to  sign 
a  notice  for  the  meeting  of  each  church,  respectively,  for  the 
purpose  of  incorporating  it  under  such  article. 

The  provisions  of  the  next  preceding  article  of  this  chapter 
shall   be  applicable  to  the  organization   and  conduct  of   such 


35S  Religious  Corporations. 

meeting,  the  matters  to  be  determined  upon  and  the  certificate 
of  incorporation  to  be  executed  and  filed  accordingly,  except 
that  the  presiding  officer  of  such  joint  meeting  shall  be  the 
oldest  person  present  at  such  meeting  who  would  be  entitled  to 
preside  at  a  meeting  of  either  of  such  churches  singly  for  the 
purposes  of  incorporation  in  pursuance  of  such  article.  All 
persons  who  would  be  qualified  to  vote  at  such  meeting  of 
either  of  such  churches  held  singly,  shall  be  qualified  voters  at 
such  joint  meeting,  and  the  number  of  trustees  of  the  union 
church  after  incorporation,  to  be  selected  from  each  such 
church,  may  be  agreed  on  by  such  unincorporated  churches, 
and  the  trustees  shall  be  selected  by  each  of  such  churches 
accordingly. 

The  certificate  of  incorporation  shall  set  forth  the  plan  of 
union  agreed  on  and  the  number  of  trustees  of  the  incorporated 
union  church  to  be  selected  by  each  unincorporated  church. 

61.  Government  of  incorporated  union  churches. — 
loi.  Any  union  church  or  society  having  a  common  place  of 
worship  or  holding  property  belonging  jointly  to  the  several 
societies  composing  the  same,  but  the  sole  right  of  occupancy 
of  which  is  reserved  to  each  of  them  in  proportion  to  their 
interest  in  such  property,  or  the  money  originally  paid  therefor 
by  each,  or  in  accordance  with  their  plan  of  union  agreed  on, 
may,  if  any  one  or  more  of  the  churches  or  societies  comprising 
such  union  church  or  society  has  ceased  to  exist,  on  the  request 
of  such  remaining  churches  or  society,  redistribute  and  divide 
the  time  of  occupancy  among  such  remaining  societies  in  pro- 
portion to  their  contributions  to  such  property  respectively,  or 
in  accordance  with  a  new  plan  of  union  agreed  on  by  them. 
Such  redistribution  shall  be  made  by  the  trustees  of  said  union 
church  or  society  on  written  notice  to  the  societies  which  it  is 
alleged  have  ceased  to  exist  ;  but  no  such  society  shall  be 
deemed  to  have  ceased  to  exist  unless  it  has  failed  or  neglected 
for  a  period  of  five  consecutive  years  next  preceding  such 
request  for  redistribution,  to  hold  meetings  and  have  a  clerk  or 
secretary,  and  keep  a  list  or  registry  of  its  members,  or  to  have 
preaching,  prayer  or  conference  meetings,  or  other  religious 
services  in  keeping  with  the  usages  of  the  denomination  to 
which  it  belongs. 

Any  one  of  the  societies  composmg  a  union  church  or 
society,  which  shall  have  built  a  church  edifice  in  the  same  vil- 
lage or  neighborhood  in  which  it  holds  its  religious  services. 


New  York. 


359 


shall  not  thereby  lose  or  forfeit  in  any  way  any  of  its  rights  or 
privileges  in  such  union  society,  and  the  maintaining  of  divine 
worship,  or  contributing  to  its  support  in  its  own  building,  shall 
be  regarded  the  same  as  if  it  held  its  meetings  in  the  church 
building  of  such  union  societies.  Any  notice  for  the  election 
of  trustees  of  the  union  society  or  for  any  other  purpose  which 
the  law  requires  to  be  read  or  given  at  the  time  of  divine  ser- 
vice, may  be  read  or  given  in  the  church  edifice  so  built  by  any 
one  of  such  societies,  if  at  the  time  religious  services  are  not 
held  in  the  church  edifice  of  such  union  society.  But  such  notice 
must  be  posted  on  the  outer  door  of  such  union  church  edifice 
at  least  fifteen  days  before  the  meeting.  If  any  society  com- 
posing any  such  church  union  or  society  has  a  greater  interest 
in  the  occupancy  of  the  church  building  than  others,  unless  the 
several  churches  composing  the  union  church  or  society  have 
agreed  otherwise,  the  number  of  trustees  shall  be  odd,  and  the 
trustees  shall  be  elected  from  such  societies  in  proportion  to 
their  respective  interests  in  the  union,  church  or  society,  as 
nearly  as  may  be.  Any  society  composing  such  union  church 
or  society,  which  has  built  for  itself  a  church  edifice  and  be- 
come incorporated,  may  sell  its  interest  and  right  of  occupancy 
in  such  union  society,  and  convey  the  same,  when  authorized 
so  to  do  by  a  two-thirds  vote  of  the  voters  thereof  qualified  to 
vote  for  union  trustees,  at  a  special  meeting  called  for  that  pur- 
pose. The  proceeds  of  such  sale  shall  be  used  for  the  benefit 
of  its  church  property. 

Article  VII. 
/  Laws  Repealed  ;  When  to  Take  Effect. 

62.  Contents,  Article  Vn. 
no.      Laws  repealed. 

III.     When  to  take  effect. 

63.  Laws  repealed. — no.  Of  the  laws  enumerated  in 
the  schedule  hereto  annexed,  that  portion  specified  in  the  last 
column  is  repealed.* 

64.  When  to  take  effect. — m.  This  chapter  shall  take 
effect  October  i,  1895. 

*  The  Schedule  is  omitted,  because  it  seems  sufficient  to  note  that  all  laws  of  a  gen- 
eral nature,  from  the  Act  of  1813  down  to  1894,  affecting  religious  corporations,  have 
been  repealed,  excepting  those  which  are  hereinafter  printed.  None  of  the  special  laws 
affecting  single  religious  corporations  appear  to  have  been  repealed. 


360  .Religious  Corporations. 

Benevolent,   Charitable,   Scientific,  Missionary  and 
Religious  Knowledge  Societies. 

[Laws  1S48,  Chap.  319.] 

65.  How  incorporated,  change  of  name  and  number 
of  members. — i.  Any  five  or  more  persons  of  full  age,  citi- 
zens of  the  United  States,  a  majority  of  whom  shall  be  citizens 
of,  and  resident  within  this  State,  who  shall  desire  to  associate 
themselves  for  benevolent,  charitable,  literary,  historical,  scien- 
tific, missionary  or  mission  or  Sunday-school  purposes,  or  for 
the  purpose  of  mutual  improvement  in  religious  knowledge,  or 
for  the  furtherance  of  religious  opinion,  or  for  the  purpose  of 
promoting  and  cultivating  the  fine  arts  by  establishing  a  gallery 
or  collections  of  pictures  and  statuary,  including  other  objects 
of  the  fine  arts,  and  for  the  purpose  of  maintaining  a  library, 
or  as  a  society  for  the  prevention  of  crime,  or  for  any  two  or 
more  of  such  objects,  may  make,  sign  and  acknowledge  before 
any  officer  authorized  to  take  the  acknowledgment  of  deeds  in 
the  State,  and  file  in  the  office  of  the  secretary  of  state,  and 
also  in  the  office  of  the  clerk  of  the  county  in  which  the  busi- 
ness of  such  society  is  to  be  conducted,  a  certificate  in  writing 
in  which  shall  be  stated  the  name  or  title  by  which  such  society 
shall  be  known  in  law,  the  particular  business  and  objects  of 
such  society,  the  niimber  of  trustees,  directors  or  managers  to 
manage  the  same,  and  the  names  of  the  trustees,  directors  or 
managers  of  such  society  for  the  first  year  of  its  existence. 
And  any  corporation  organized,  or  which  may  hereafter  be 
organized  under  the  provisions  of  this  act,  may  from  time  to 
time  change  the  title  of  the  members  of  their  managing 
board,  or  increase  or  decrease  the  number  thereof  to  not  less 
than  five,  on  the  consent  in  writing  of  not  less  than  two-thirds 
of  their  number.  A  certificate  of  such  change,  executed  as 
herein  above  provided  for  the  original  certificate,  shall  be  filed 
with  the  original  certificate ;  but  neither  such  original  certificate 
nor  such  amendment  thereof  shall  be  filed  unless  by  the  written 
consent  and  approbation  of  one  of  the  justices  of  the  supreme 
court  of  the  district  in  which  the  place  of  business  or  principal 
office  of  such  company  or  association  shall  be  located,  to  be 
endorsed  on  such  certificate;  and  no  written  consent  or  appro- 
bation shall  be  given  by  any  justice  of  the  supreme  court,  for 
the  organization  and  incorporation  of  any  society  under  this 
act  for  the  care  or  disposal  of  any  orphan,  pauper  or  destitute 
children  except  upon   the  certificate  in  writing  of  the   State 


New  York,  361 

Board  of  Charities  approving  of  the  organization  and  incorpo- 
ration of  such  society,  which  certificate  of  such  State  Board  of 
Charities  shall  be  filed  with  the  original  certificate  of  such  in- 
corporation.     (As  amended,  Laws  18S3,  Chap.  446.) 

66.  Certificate  incorporates.  Powers.  Limit  upon 
property  and  income. — 2.  Upon  filing  a  certificate  as  afore- 
said, the  persons  who  shall  have  signed  and  acknowledged  such 
certificate  and  their  associates  and  successors  shall  thereupon, 
by  virtue  of  this  act,  be  a  body  politic  and  corporate  by  the  name 
stated  in  such  certificate,  and  by  that  name  they  and  their  suc- 
cessors shall  and  may  have  succession  and  shall  be  persons  in 
law  capable  of  suing  and  being  sued,  and  they  and  their  succes- 
sors may  have  and  use  a  common  seal,  and  the  same  may  alter 
and  change  at  pleasure ;  and  they  and  their  successors,  by  their 
corporate  name,  shall,  in  law,  be  capable  of  taking,  receiving, 
purchasing  and  holding  real  and  personal  estate,  for  the  pur- 
poses of  their  incorporation  and  for  no  other  purpose,  to  an 
amount  not  exceeding  in  the  aggregate  the  sum  of  two  million 
dollars  in  value;  but  the  clear  annual  income  of  such  real  and 
personal  estate  shall  not  exceed  the  sum  of  two  hundred  thou- 
sand dollars ;  to  make  by-laws  for  the  management  of  its  afEairs, 
not  inconsistent  with  the  constitution  and  laws  of  this  State,  or 
of  the  United  States;  to  elect  and  appoint  the  officers  and 
agents  of  such  society,  for  the  management  of  its  business,  and 
to  allow  them  a  suitable  compensation.  (As  amended.  Laws 
18S5,  chap.  88.) 

67.  Election  of  trustees.  Quorum.*  Vacancies. 
Restriction  upon  sales,  etc. — 3.  The  society,  so  incorpo- 
rated, may  annually  elect,  from  its  members,  its  trustees, 
directors  or  managers,  at  such  time  and  place,  and  in  such 
manner  as  may  be  specified  in  its  by-laws,  who  shall  have  the 
control  and  management  of  the  affairs  and  funds  of  said  society, 
a  majority  of  whom  shall  be  a  quorum  for  the  transaction  of 
business,  if  not  otherwise  provided  in  the  by-laws,  except  that 
no  such  purchase,  lease  or  sale  of  real  estate  shall  be  made  un- 
less two-thirdsf  of  the  whole  number  are  present  at  the  meet- 
ing at  which  it  is  ordered;  and  whenever  any  vacancy  shall 
happen  among  such  trustees,  directors  or  managers,  by  death, 
resignation,  or  neglect  to  serve,  such  vacancy  shall  be  filled  in 

*  See  No.  104,  p.  37i- 

t  Three-fourths  of  the  trustees  must  now  apply  to  the  court  for  an  order  to  lease  or 
sell.    See  Laws  1861,  chap.  58,  p.  137. 


362  Religious  Corporations. 

such  manner  as  shall  be  provided  by  the  by-laws  of  such  society. 
(As  amended,  Laws  1853,  chap.  487.) 

68.  Failure  to  elect  trustees  does  not  dissolve.— 4. 

In  case  it  shall  at  any  time  happen  that  an  election  of  trustees, 
directors  or  managers  shall  not  be  made  on  the  day  designated 
by  the  by-laws,  said  society  for  that  cause  shall  not  be  dissolved, 
but  it  shall  and  may  be  lawful  on  any  other  day  to  hold  an 
e-lection  for  trustees,  directors  or  managers,  in  such  manner  as 
may  be  directed  by  the  by-laws  of  such  society. 

69.  Names  of  existing  societies  not  to  be  used. — 5. 

The  provisions  of  this  act  shall  not  extend  or  apply  to  any  asso- 
ciation or  individuals,  who  shall,  in  the  certificate  filed  with  the 
secretary  of  state,  or  with  the  county  clerk,  use  or  specify  a 
name  or  style  the  same  as  that  of  any  previously  existing  in- 
corporated society  iA  this  State.  (As  amended,  Laws  1861, 
chap.  239.) 

70.  Limitations  upon  property.  Mortmain  restric- 
tion.— 6.  Any  corporation  formed  under  this  act,  shall  be 
capable  of  taking,  holding  or  receiving  any  property,  real  or 
personal,  by  virtue  of  any  devise  or  bequest  contained  in  any 
last  will  or  testament  of  any  person  whatsoever,  the  clear  annual 
income  of  which  devise  or  bequest  shall  not  exceed  the  sum,  of 
ten  thousand  dollars;  provided,  no  person  leaving  a  wife  or 
child  or  parent,  shall  devise  or  bequeath  to  such  institution  or 
corporation  more  than  one-fourth  of  his  or  her  estate,  after  the 
payment  of  his  or  her  debts,  and  such  devise  or  bequest  shall 
be  valid  to  the  extent  of  such  one-fourth,  and  no  such  devise 
or  bequest  shall  be  valid,  in  any  will  which  shall  not  have  been 
made  and  executed  at  least  two  months  before  the  death  of  the 
testator. 

71.  Trustees  liable  for  debts. — 7.  The  trustees  of  any 
company  or  corporation  organized  under  the  provisions  of  this 
act,  present  at  any  meeting  authorizing  the  contraction  of  any 
debt,  and  acquiescing  in  the  passage  of  any  resolution  or  order 
authorizing  the  same,  shall  be  jointly  and  severally  liable  for 
any  such  debt,  provided,  a  suit  for  the  collection  of  the  same 
shall  be  brought  within  one  year  after  the  debt  shall  become 
due  and  payable.     (As  amended.  Laws  1853,  chap.  487.) 

72.  Visitation  by  court.  Annual  inventory  of  prop- 
erty.— 8.     All    institutions   formed   under   this   act,    together 


New  York.  363 

with  their  books  and  vouchers,  shall  be  subject  to  the  visitation 
and  inspection  of  the  justices  of  the  supreme  court,  or  by  any 
person  or  persons  who  shall  be  appointed  by  the  supreme  court 
for  that  purpose,  and  it  shall  be  the  duty  of  the  trustees,  or  a 
majority  of  them,  in  the  month  of  December  in  each  year,  to 
make  and  file  in  the  county  clerk's  office  where  the  original 
certificate  is  filed,  a  certificate  under  their  hands,  stating  the 
names  of  the  trustees  and  officers  of  such  association  or  corpo- 
ration, with  an  inventory  of  the  property,  effects  and  liabilities 
thereof,  with  an  affidavit  of  the  truth  of  such  certificate  and  in- 
ventory, and  also  an  affidavit  that  such  association  or  corporation 
has  not  been  engaged  directly  or  indirectly,  in  any  other  busi- 
ness than  such  as  is  set  forth  in  the  original  certificate  on  file. 

73.  Powers. — 9.  Every  corporation  formed  under  this 
act,  shall  possess  the  powers  and  be  subject  to  the  provisions 
and  restrictions  contained  in  the  third  title  of  the  eighteenth 
chapter  of  the  first  part  of  the  revised  statutes.*  (As  amended, 
Laws  1849,  chap.  273.) 

74.  Amendment  and  repeal. — 10.  The  legislature  may 
at  any  time  amend,  annul  or  repeal  any  incorporation  formed 
or  created  under  this  act. 

75.  Trustees,  how  increased, — n.  The  number  of 
trustees,  directors  or  managers  in  any  corporation  which  mav 
have  been  heretofore  or  which  may  hereafter  be  organized 
under  the  said  act  may  be  increased  as  follows:  The  existing 
trustees  of  any  such  corporation,  or  a  majority  thereof,  shall 
make  and  sign  a  certificate  declaring  how  many  trustees,  direc  • 
tors  or  managers  the  corporation  shall  have  in  the  future  man- 
agement of  its  business  and  stating  the  names  of  the  new  or 
additional  trustees,  directors  or  managers,  which  certificate 
shall  be  acknowledged  or  be  proved  by  a  subscribing  witness, 
and  shall  be  filed  in  the  office  of  the  secretary  of  state,  and 
also  in  the  office  of  the  clerk  of  the  county  where  the  original 
certificate  of  incorporation  was  filed ;  and  from  and  after  the 
filing  of  such  certificate,  the  trustees,  directors  or  managers  of 
such  corporation  shall  be  deemed  increased  to  the  number 
therein  stated,  and  the  persons  so  named  shall  be  trustees 
until  a  new  election  of  trustees,  directors  or  managers  shall  be 
had  according  to  said  act  and  the  by-laws  or  regulations  of  said 
corporation.      (As  amended.  Laws  1875,  chap.  452.) 

*The  place  of  this  chapter  is  now  taken  by  the  General  Corporation  Law.    See  No. 
13,  etc.,  p.  336. 


364  Religious  Corporations. 

76.  Reincorporation    and    continuation. — 12.     The 

trustees,  directors  or  stockholders  of  any  existing  benevolent, 
charitable,  scientific,  or  missionary  corporation  may  by  conform- 
ing to  the  requirements  of  the  first  section  of  the  act*  hereby 
amended,  reincorporate  themselves  or  continue  their  existing 
corporate  powers  for  the  period  limited  by  the  act  hereby 
amended,  and  all  the  property  and  effects  of  such  existing  cor- 
poration shall  vest  in  and  belong  to  the  corporation  so  reincor- 
porated or  continued.     (As  amended,  Laws  1849,  chap.  273.) 

77.  Extension  of  corporate  life. — 13-  The  term  of  ex- 
istence of  any  corporation  which  may  have  heretofore  been  or 
which  may  hereafter  be  organized  under  this  act,  may  be  ex- 
tended in  the  following  manner:  The  trustees  of  such  corpora- 
tion, or  a  majority  of  them,  shall  make  and  sign  a  certificate 
declaring  the  term,  not  exceeding  fifty  years,  for  which  the 
said  corporation  is  to  be  continued,  which  certificate  shall  be 
duly  acknowledged,  and  filed  in  the  office  of  the  secretary  of 
state,  and  also  a  copy  thereof  in  the  office  of  the  clerk  of  the 
county  where  the  original  certificate  of  incorporation  was  filed; 
and  from  and  after  the  filing  of  such  certificate  and  copy,  the 
said  corporation  shall  be  deemed  continued  for  the  term  of 
years  therein  prescribed.    (As  amended.  Laws  1876,  chap.  190.) 

[Chap.  51,  Laws  of  1870.] 

78.  Churches,  parsonages,  etc.,  included  in  preced- 
ing act  of  1848. — I.  The  "Act  for  the  incorporation  of  ben- 
evolent, charitable,  scientific  and  missionary  purposes,"  passed 
April  twelfth,  eighteen  hundred  and  forty-eight,  shall  be 
deemed  to  authorize  the  incorporation,  of  any  society  for  the 
purpose  of  establishing  and  maintaining  any  educational  insti- 
tution or  chapel,  or  place  of  Christian  worship,  or  any  parson- 
age, rectory  or  official  residence  of  any  bishop,  pastor  or  min- 
ister of  any  Christian  church  or  association. 

79.  Trustees,  perpetuation  and  management. — 2.     It 

shall  be  lawful  for  the  trustees  or  managers  of  any  society  in- 
corporated under  the  act  aforesaid,  or  under  this  act,  to  pro- 
vide in  their  by-laws  for  the  classification  and  the  mode  of  per- 
petuating the  board  of  trustees  or  managers,  and  filling  vacan- 
cies therein,  as  the  same  may  occur. 

*See  No.  65,  p.  360. 


New  York.  365 

80.  Act  applicable  to  all  societies. — 5.  This  act  shall 
apply  as  well  as  to  societies  heretofore  organized  under  the 
aforesaid  act,  as  to  those  which  shall  be  hereafter  organized. 

Free  Churches. 
[Laws  1854,  Chap.  218,  passed  Apl.  13.] 

81.  How  incorporated. — i.  Any  seven  or  more  persons 
of  full  age,  citizens  of  the  United  States,  and  a  majority  of 
them  being  residents  of  this  vState,  who  shall  associate  them- 
selves for  the  purpose  of  founding  and  continuing  one  or  more 
free  churches,  may  make,  sign  and  acknowledge,  before  any 
officer  authorized  to  take  the  acknowledgment  of  deeds  of 
land  to  be  recorded  in  this  State,  and  may  file  in  the  office 
of  the  secretary  of  state,  and  also  of  the  clerk  of  the  county 
in  which  any  such  church  is  to  be  established,  a  certificate 
in  writing,  in  which  shall  be  stated  the  name  or  title  by 
which  such  society  shall  be  known  in  the  law,  the  purpose  of 
its  organization,  and  the  names  of  seven  trustees,  of  whom  not 
less  than  five  shall  be  persons  who  are  not  ministers  of  the 
gospel  or  priests  of  any  denomination,  to  manage  the  same; 
but  such  certificate  shall  not  be  filed,  unless  with  the  written  con- 
sent and  approbation  of  a  justice  of  the  supreme  court  of  the 
district  in  which  any  such  church  shall  be  intended  to  be  estab- 
lished, or  in  the  city  of  New  York  of  a  judge  of  the  superior 
court  of  said  city,  to  be  endorsed  on  such  certificate. 

82.  Powers.    Limitations  upon  property.    Liability 

of  trustees. — 2.  Upon  the  filing  of  such  certificate,  the  per- 
sons named  therein  as  trustees,  and  their  successors,  being  citi- 
zens of  the  United  States,  and  residents  of  this  State,  shall  be 
a  body  politic  and  corporate,  with  all  the  rights,  powers  and 
duties,  and  subject  to  all  the  restrictions  and  obligations  and 
other  provisions,  so  far  as  the  same  may  be  applicable  and  con- 
sistent with  this  act,  specified  and  contained  in  the  act*  entitled 
'An  act  for  the  incorporation  of  benevolent,  charitable,  scien- 
tific and  missionary  societies,"  passed  April  12,  1848,  and  the 
act  amending  the  same,  passed  April  7,  1849,  except  that  the  lim- 
itation in  the  first  of  the  said  acts  of  the  value  of  the  real  estate 
that  may  be  held  by  any  society  in  the  city  or  county  of  New 
York,  incorporated  under  this  act,  shall  not  be  applicable  to 
any  church  edifice  erected  or  owned  by  such  society,  or  the  lot 
of  ground  on  which  the  same  may  be  built;  and  except  that 

*  See  No.  65,  p.  360. 


366  Religious  Corporations. 

the  provision  in  the  first  of  the  said  acts,  in  relation  to  the  per- 
sonal liability  of  the  trustees,  shall  be  applicable  only  to  the 
trustees  who  shall  have  assented  to  the  creation  of  any  debt.* 

83.  Vacancies  in  boards.  Proportion  of  lay  mem- 
bers. 3.  Any  vacancies  occurring  in  the  said  board  of  trus- 
tees shall  be  supplied  by  the  remaining  trustees  at  any  legal 
meeting  of  the  members;  but  there  shall  always  be  at  least  five 
members  of  the  board  who  are  not  ministers  of  the  gospel  or 
priests  of  any  denomination. 

84.  Pews  to  be  free.    Mortgage  provisions. — 4-     The 

seats  and  pews  in  every  church,  building  or  edifice,  owned  or 
occupied  by  any  corporation  organized  under  this  act,  shall  be 
forever  free  for  the  occupation  and  use,  during  public  worship, 
of  all  persons  choosing  to  occupy  the  same,  and  conducting 
themselves  with  propriety,  and  no  rent,  charge  or  exaction 
shall  ever  be  made  or  demanded  for  such  occupation  or  use ; 
nor  shall  any  real  estate  belonging  to  any  such  corporation  be 
sold  or  mortgaged  by  the  trustees  thereof,  unless  by  the  direc- 
tion of  the  supreme  court,  to  be  given  in  the  same  manner  and 
in  the  like  cases  as  provided  by  law  in  relation  to  religious  in- 
corporations. 

[Laws  1854,  chap.  50,  passed  March  8.] 

85.  Supreme  court  may  authorize  mortgages. — i.   It 

shall  be  lawful  for  the  supreme  court  of  this  State,  upon  the 
application  of  any  benevolent,  charitable,  scientific  or  mission- 
ary society,  incorporated  by  law,  in  case  it  shall  deem  it  proper, 
to  make  an  order  for  the  mortgaging  of  any  real  estate  belong- 
ing to  said  corporation,  and  to  direct  the  application  of  the 
moneys  arising  therefrom,  by  the  said  corporation,  to  such  uses 
as  the  same  corporation,  with  the  consent  and  approbation  of 
the  said  court,  shall  conceive  to  be  most  for  the  interest  of  the 
society  to  which  the  real  estate  so  mortgaged  belongs. 

[Laws  i860,  chap.  360,  passed  Apl.  13.] 

86.  Mortmain  restrictions.— i.  No  person  having  a 
husband,  wife,  child  or  parent,  shall,  by  his  or  her  last  will  and 
testament,  devise  or  bequeath  to  any  benevolent,  charitable, 
literary,  scientific,  religious  or  missionary  society,  association  or 
corporation,  in  trust  or  otherwise,  more  than  one-half  part 
of  his  or  her  estate,  after  the  payment  of  his  or  her  debts  (and 
such  devise  or  bequest  shall  be  valid  to  the  extent  of  one-half, 
and  no  more). 

*  See  No.  65,  p.  360. 


New  York.  367 

[Laws   1 86 1,  chap.  58,  passed  March  19.] 

87.  Supreme  court  may  authorize  sale  or  lease  of 
property. — i.  It  shall  be  lawful  for  the  supreme  court  of  this 
State,  upon  the  application  of  three-fourths  of  the  trustees  of 
any  benevolent,  charitable,  scientific,  missionary  society  or 
orphan  asylum  incorporated  by  law,  in  case  it  shall  deem  it 
proper,  to  make  an  order  for  the  leasing  or  sale  and  convey- 
ance of  any  real  estate  belonging-  to  such  corporation,  and  to 
direct  the  application  of  the  moneys  arising  therefrom  by  the 
said  corporation  to  such  uses  as  to  the  said  court  shall  seem 
to  be  most  for  the  interest  of  the  corporation  to  which  the  real 
estate  so  leased  or  conveyed  belongs. 

[Laws  1872,  chap,  104,  passed  March  12.] 

88.  Trustees  to  receive  no  emoluments. — i.  No  trus- 
tee or  director  of  any  charitable  or  benevolent  institution, 
organized  either  under  the  laws  of  this  State  or  by  virtue  of  a 
special  charter,  shall  receive,  directly  or  indirectly,  any  salary 
or  emolument  from  said  institution,  nor  shall  any  salary  or 
compensation  whatever  be  voted  or  allowed  by  the  trustees  or 
directors  of  any  institutions  organized  for  charitable  or  benev- 
olent purposes,  to  any  trustee  or  director  of  said  institution  for 
services,  either  as  trustee  or  director,  or  in  any  other  capacity. 

[Laws  of  1S82,  chap.  290.] 

89.  Supreme  court  may  authorize  additional  lands. 

— I.  Any  corporation  which  shall  have  sold  and  conveyed  any 
part  of  its  real  estate,  may,  notwithstanding  any  restriction  in 
its  charter,  purchase,  take  and  hold,  from  time  to  time,  any' 
lands  adjacent  to  those  already  held  by  it ;  provided  the  supreme 
court  shall  authorize  such  purchase,  taking  and  holding  upon 
the  application  of  such  corporation,  and  on  being  satisfied  that 
the  value  of  all  lands  proposed  to  be  so  purchased  shall  not 
exceed  that  of  lands  sold  and  conveyed  by  the  said  corporation 
within  the  three  years  next  preceding  such  application. 

Dissolution  of  Religious  Societies,   Excepting  in 

New  York  County. 

[Laws  1872,  chap.  424.] 

90.  How  dissolved.     Disposition  of  proceeds. — i. 

Whenever  any  religious  society  incorporated  b}-  law  shall  cease 
to  act  in  its  corporate  capacity  and  keep  up  the  religious  ser- 


S^S  Religious  Corporations, 

vices,  it  shall  be  lawful  for  the  supreme  court  of  this  State, 
upon  the  application  of  a  majority  of  the  trustees  thereof  incor- 
porated by  law,  except  in  the  city  and  county  of  New  York,  in 
case  said  court  shall  deem  it  proper  so  to  do,  to  order  and 
decree  a  dissolution  of  such  religious  society,  and  for  that  pur- 
pose to  order  and  direct  a  sale  and  conveyance  of  any  and  all 
property  belonging  to  such  society ;  and  after  providing  for  the 
ascertaining  and  payment  of  the  debts  of  such  society,  and  the 
necessary  costs  and  expenses  of  such  sale  and  proceedings  for 
dissolution,  so  far  as  the  proceeds  of  such  sale  shall  be  sufficient 
to  pay  the  same ;  such  court  may  order  and  direct  any  surplus 
of  such  proceeds  remaining  after  paying  such  debts,  costs,  and 
expenses,  to  be  devoted  and  applied  to  any  such  religious,  ben- 
evolent, or  charitable  objects  or  purposes  as  the  said  trustees 
may  indicate  by  their  petition,  and  the  said  court  may  approve. 

91.  Petition,  what  to  contain. — -2.  Such  application  to 
the  said  court  shall  be  made  by  petition,  duly  verified  by  said 
trustees,  which  petition  shall  state  the  particular  reason  or 
causes  why  such  sale  and  dissolution  are  sought;  the  situation, 
condition,  and  estimated  value  of  the  property  of  said  society 
or  corporation,  and  the  particular  object  or  purposes  to  which 
it  is  proposed  to  devote  any  surplus  of  the  proceeds  of  such 
property;  and  such  petition  shall,  in  all  cases,  be  accompanied 
with  proof  that  notice  of  the  time  and  place  of  such  intended 
application  to  said  court,  has  been  duly  published  once  in  each 
week  for  at  least  four  weeks  successively,  next  preceding  such 
application,  in  a  newspaper  published  in  the  county  where  such 
society  is  located. 

92.  When  members  may  make  the  application. — 3. 

In  case  there  shall  be  no  trustees  of  such  religious  society  resi- 
ding in  the  county  in  which  such  society  is  located,  such  appli- 
cation may  be  made,  and  such  proceedings  taken,  by  a  majority 
of  the  members  of  such  religious  society  residing  in  such 
county. 

Property  of  Non-business  Corporations. 

[Laws  1889,  Chap.  191,  as  amended  L.  1890,  Chap.  553.] 

93.  Limitations  upon  principal  and  income.  Inheri- 
tance tax  not  applicable. —  i.  Any  religious,  educational, 
Bible,  missionary,  tract,  literary,  scientific,  benevolent  or  chari- 
table corporation,  or  corporation  organized  for  the  enforcement 


■  New  York.  369 

of  laws  relating  to  children  or  animals,  or  for  hospital,  infirmary, 
or  other  than  business  purposes,  may  take  and  hold,  in  its  own 
right  or  in  trust  for  any  purpose  comprised  in  the  objects  of  its 
incorporation,  property  not  exceeding  in  value  three  million  dol- 
lars, or  the  yearly  income  derived  from  which  shall  not  exceed 
two  hundred  and  fifty  thousand  dollars,  notwithstanding  the  pro- 
visions of  any  special  or  general  act  heretofore  passed  or  certifi- 
cate of  incorporation  affecting  such  corporations.  In  comput- 
ing the  value  of  such  property  no  increase  in  value  arising 
otherwise  than  from  improvements  made  thereon,  shall  be 
taken  into  account.  The  personal  estate  of  such  corporations 
shall  be  exempt  from  taxation,  and  the  provisions  of  chapter 
four  hundred  and  eighty-three  of  the  laws  of  eighteen  hundred 
and  eighty-five,  entitled,  "An  act  to  tax  gifts,  legacies  and  col- 
lateral inheritances  in  certain  cases,"  and  the  acts  amendatory 
thereof,  shall  not  apply  thereto,  nor  to  any  gifts  to  any  such 
corporation  by  grant,  bequest  or  otherwise ;  Provided^  hozuever, 
That  this  provision  shall  not  apply  to  any  moneyed  or  stock  cor- 
poration deriving  an  income  or  profit  from  the  capital  or  other- 
wise, or  to  any  corporation  which  has  the  right  to  make  divi- 
dends or  to  distribute  profits  or  assets  among  its  members. 

94.  Prior  acts  not  affected. — 2.  This  act  shall  not 
affect  the  right  of  any  such  corporation  to  take  and  hold  prop- 
erty exceeding  in  value  the  amount  specified  in  section  one  of 
this  act,  provided  such  right  is  conferred  upon  such  corporation 
by  special  statute  ;  nor  affect  any  statute  by  which  its  real 
estate  is  exempt  from  taxation. 

Gifts  for  Charitable  Purposes. 

[Laws  of  1893,  Chap.  701.] 

95.  Indefiniteness  does  not  invalidate.  Legal  title, 
where  vested. — i.  No  gift,  grant,  bequest,  or  devise  to  relig- 
ious, educational,  charitable,  or  benevolent  uses,  which  shall, 
in  other  respects,  be  valid  under  the  laws  of  this  State,  shall  be 
deemed  invalid  by  reason  of  the  indefiniteness  or  uncertainty 
of  the  persons  designated  as  the  beneficiaries  thereunder  in  the 
instrument  creating  the  same.  If  in  the  instrument  creating 
such  a  gift,  grant,  bequest,  or  devise,  there  is  a  trustee  named 
to  execute  the  same,  the  legal  title  to  the  lands  or  property 
given,  granted,  devised,  or  bequeathed  for  such  purposes  shall 
vest  in  such  trustee.     If  no  person  be  named  as  trustee,  then 


37°  Religious  Corporations. 

the  title  to  such  lands  or  property  shall  vest  in  the  supreme 
court. 

96.  Supreme  court  to  control. — 2.  The  supreme  court 
shall  have  control  over  gifts,  grants,  bequests,  and  devises  in 
all  cases  provided  for  by  section  one  of  this  act.  The  attorney- 
general  shall  represent  the  beneficiaries  in  all  such  cases,  and  it 
shall  be  his  duty  to  enforce  such  trusts  by  proper  proceedings 
in  the  court. 

The  Statutory  Construction  Law. 
Laws  of  1892,  Chap.  677. 

[Chap.  I  of  the  General  Laws.] 

97.  Short  title ;  extent  of  application. — i.  This  chapter 
shall  be  known  as  the  statutory  construction  law,  and  is  applic- 
able to  every  statute  unless  its  general  object  or  the  context  of 
the  language  construed,  or  other  provisions  of  law  indicate  that 
a  different  meaning  or  application  was  intended  from  that  re- 
quired to  be  given  by  this  chapter. 

98.  Property. — 2.  The  term  property  includes  real  and 
personal  property. 

99.  Real  property. — 3.  The  term  real  property  includes 
real  estate,  lands,  tenements  and  hereditaments,  corporeal  and 
incorporeal. 

100.  Personal  property. — 4.  The  term  personal  prop- 
erty includes  chattels,  money,  things  in  action,  and  all  written 
instruments  themselves,  as  distinguished  from  the  rights  or  in- 
terests to  which  they  relate,  by  which  any  right,  interest, 
lien  or  incumbrance  in,  to  or  upon  property,  or  any  debt  or 
financial  obligation  is  created,  acknowledged,  evidenced,  trans- 
ferred, discharged  or  defeated,  wholly  or  in  part,  and  everything, 
except  real  property,  which  may  be  the  subject  of  ownership. 
The  term  chattels  includes  goods  and  chattels. 

101.  Person. — 5.  The  term  person  includes  a  corporation 
and  a  joint  stock  association.  When  used  to  designate  a  party 
whose  property  may  be  the  subject  of  any  offense,  the  term 
person  also  includes  the  State,  or  any  other  State,  government 
or  country  which  may  lawfully  own  property  in  the  State. 


New  York.  371 

102.  Seal. — 13 A  seal  of  a  court,  public  officer 

or  corporation  may  be  impressed  directly  upon  the  instrument 
or  writing  to  be  sealed,  or  upon  wafer,  wax  or  other  adhesive 
substance  affixed  thereto,  or  upon  paper  or  other  similar  sub- 
stance affixed  thereto  by  mucilage  or  other  adhesive  sub- 
stance. An  instrument  or  writing  duly  executed,  in  the  corpo- 
rate name  of  a  corporation,  which  shall  not  have  adopted  a 
corporate  seal,  by  the  proper  officers  of  the  corporation  under 
their  private  seals,  shall  be  deemed  to  have  been  executed 
under  the  corporate  seal. 

103.  Board  composed  of  one  person.— 18.  A  refer- 
ence to  several  officers  of  a  municipal  corporation  holding  the 
same  office,  or  to  a  board  of  such  officers,  shall  be  deemed  to 
refer  to  the  single  officer  holding  such  office,  when  but  one  per- 
son is  chosen  to  fill  such  office  in  pursuance  of  law. 

104.  Meeting;  quorum;*  powers  of  majority. — 19. 

Whenever  three  or  more  public  officers  are  given  any  power  or 
authority,  or  three  or  more  persons  are  charged  with  any  pub- 
lic duty  to  be  performed  or  exercised  by  them  jointly  or  as  a 
board  or  similar  body,  a  majority  of  all  such  persons  or  officers 
at  a  meeting  duly  held  at  a  time  fixed  by  law,  or  by  any  by-law 
duly  adopted  by  such  board  or  body,  or  at  any  duly  adjourned 
meeting  of  such  meeting,  or  at  any  meeting  duly  held  upon 
reasonable  notice  to  all  of  them,  may  perform  and  exercise  such 
power,  authority  or  duty,  and  if  one  or  more  of  such  persons 
or  officers  shall  have  died  or  have  become  mentally  incapable  of 
acting,  or  shall  refuse  or  neglect  to  attend  any  such  meeting,  a 
majority  of  the,  whole  number  of  such  persons  or  officers  shall  be 
a  quorum  of  such  board  or  body,  and  a  majority  of  a  quorum,  if 
not  less  than  a  majority  of  the  whole  number  of  such  persons 
or  officers,  may  perform  and  exercise  any  such  power,  authority 
or  duty.  Any  such  meeting  may  be  adjourned  by  a  less  num- 
ber than  a  quorum.  A  recital  in  any  order,  resolution  or  other 
record  of  any  proceeding  of  such  a  meeting  that  such  a  meet- 
ing had  been  so  held  or  adjourned,  or  that  it  had  been  held 
upon  such  notice  to  the  members,  shall  be  presumptive  evi- 
dence thereof. 

105.  Service  of  notice  upon   body  or  board.— 20. 

When  a  notice  is  required  to  be  given  to  a  board  or  body,  ser- 

*See  Nos.  24,  56,  67,  pp.  339,  356  and  361. 


372  Religious  Corporations. 

vice  of  such  notice  upon  the  clerk  or  chairman  thereof  shall 
be  sufficient. 

Particular  Denominations. 

106.  The  Religious  Corporations  act  of  May  23,  1895, 
makes  special  provision  for  the  following  churches: 

Protestant  Episcopal,  Art.  I,  Sec.  11;  Art.  II,  Sees.  30-36; 
Art.  V,  Sec.  80. 

Roman  Catholic  and  Greek,  Art.  I,  Sec.  11;  Art.  Ill,  Sees. 
50,  51;  Art.  V,  Sec.  80. 

Reformed  Dutch,  Art.  IV,  Sees.  50-56. 

Reformed  Presbyterian,  Art.  IV,  Sees.  60-66;  Art.  V,  Sec. 
84;  Supp. 

Evangelical  Lutheran,  Art.  IV,  Sees.  60-66. 

Congregational,  Art.  I,  See.  15;  Art.  V,  See.  85. 

Baptist,  Art.  I,  Sec.  15. 

Christian,  Art.  I,  Sec.  15. 

Methodist  Episcopal,  Art.  I,  Sec.  17;  Art.  V,  Sec.  85. 

United  Brethren  in  Christ,  Art.  V,  Sec.  91. 

Shakers,  Art.  V,  Sec.  92. 

Friends,  Art.  V,  Sees.  92,  93. 

Other  Denominations,  Art.  V,  Sees.  80-90. 

Union  Churches,  Art.  VI,  Sees.  100,  loi. 

IV.     Special    Provisions  for  the    Incorporation  and   Gov- 
ernment OF  Reformed  Dutch,  [and]  Reformed 
Presbyterian  Churches.* 

107.  Decision  by  a  Reforraed  Dutch  or  Reformed 
Presbyterian  church  as  to  system  of  incorporation 
and  government. — 60.  The  minister  or  ministers,  if  there  be 
any,  and  the  elders  and  deacons  of  an  unincorporated  church 
in  connection  with  the  Reformed  Church  in  America,  the  true 
Reformed  Dutch  Church  in  the  United  States  of  America,  or 
with  the  Reformed  Presbyterian  Church,  may  determine  to 
incorporate  such  church  in  pursuance  #f  this  article,  or  to  call 
a  meeting  of  such  unincorporated  church  for  the  purpose  of 
deciding  whether  such  church  shall  be  incorporated  in  pursu- 
ance of  the  next  article  of  this  chapter,  entitled  "  Special  pro- 
visions for  the  incorporation  and  government  of  churches  of 
other  denominations."! 

If   such  ministers,  elders  and  deacons  determine   to   call 

*  For  amendment,  1896,  see  p.  575.  fSee  p.  341. 


New  York.  373 

such  meeting  for  such  purpose,  then  such  church  may  be  incor- 
porated and  shall  be  governed  after  its  incorporation  in  pursu- 
ance of  the  provisions  of  the  next  article*  of  this  chapter,  except 
such  provisions  thereof  as  are  applicable  to  churches  of  a  single 
denomination  only,  and  except  that  the  notice  of  the  meeting 
for  incorporation  shall  be  signed  by  such  ministers,  elders,  and 
deacons  or  a  majority  of  them,  and  no  other  signatures  thereto 
shall  be  necessary  to  its  validity;  and,  if  it  be  a  Reformed 
Church  in  America,  it  shall,  after  incorporation,  be  governed 
by  such  of  the  provisions  of  this  article  as  relates  to  its  consis- 
tory and  to  the  choice  of  its  minister. 

108.  Incorporation  of  Reformed  Dutch,  [and]  Re- 
formed Presbyterian  churches  under  this  article.— 62.  If 
an  unincorporated  church  in  connection  with  the  Reformed 
Church  in  America,  the  true  Reformed  Dutch  Church  in  the 
United  States  of  America ;  the  Reformed  Presbyterian  Church, 
or  with  the  Evangelical  Lutheran  Church,  determine  to  incor- 
porate in  pursuance  of  this  article,  the  minister  or  ministers 
and  the  elders  and  deacons  thereof,  shall  execute,  acknowledge 
and  cause  to  be  filed  and  recorded  a  certificate  in  pursuance  of 
this  article.  The  deacons  of  a  Presbyterian  church  may  alone 
sign  such  certificate  if  authorized,  so  to  do  by  such  church. 
Such  certificate  of  incorporation  shall  state  the  name  of  the 
proposed  corporation,  the  county  and  town,  city  or  village 
where  its  principal  place  of  worship  is  or  is  intended  to  be 
located,  and,  if  it  be  an  Evangelical  Lutheran  church,  the  fact 
that  a  meeting  of  such  church  duly  called  decided  that  it  be 
incorporated  under  this  article ;  and  if  it  be  signed  by  the  dea- 
cons of  a  Reformed  Presbyterian  church,  it  shall  state  that  they 
were  authorized  so  to  do  by  such  church. 

On  filing  such  certificate  such  church  shall  be  a  corporation 
by  the  name  stated  therein  and  the  minister  or  ministers,  if 
any,  and  the  elders  and  deacons  of  such  church  shall,  by  virtue 
of  their  offices,  be  the  trustees  of  such  corporation,  except  that 
if  it  be  a  Reformed  Presbyterian  church,  the  certificate  of 
incorporation  of  which  shall  have  been,  in  pursuance  of  law, 
signed  by  its  deacons  only,  the  deacons  of  such  church  shall, 
by  virtue  of  their  offices,  be  the  trustees  of  such  corporation. 

109.  Consistory  of  a  Reformed  church  in  America ; 

ministers,  how  chosen. — 63.   Any  church  in  connection  with 

*See  Art.  V,  p.  350. 


374  Religious  Corporations. 

the  Reformed  Church  in  America,  the  choice  or  election  of  the 
members  of  whose  consistory  is  not  subject  to  the  ecclesiastical 
rules  or  jurisdiction  of  such  Reformed  Church  in  America, 
shall,  if  the  consistory  so  determine,  be  subject  to  such  rules 
and  jurisdiction ;  and  thereafter  the  choice  of  the  members  of 
the  consistory  shall  be  in  accordance  with  such  rules  and  prac- 
tices. 

If  any  such  church  be  incorporated  under  the  next*  article 
of  this  chapter,  or  if  its  trustees  be  elective  in  pursuance  of 
such  article,  its  board  of  trustees  and  its  consistory  shall  act 
concurrently  in  the  choice  of  its  minister. 

110.  Reformed  churches  in  America,  changing  sys- 
tem of  choosing  trustees ;  minister,'  how  chosen. — 64.  If 

the  ministers,  elders  and  deacons  who,  at  any  time,  by  virtue 
of  their  offices,  constitute  the  trustees  of  any  Reformed  church 
in  America,  determine  that  the  trustees  of  such  church  shall 
thereafter  be  elective  in  pursuance  of  the  next  article*  of  this 
chapter,  and  shall  determine  whether  the  number  of  such  trus- 
tees shall  be  three,  six  or  nine,  and  the  date  of  the  annual  cor- 
porate meeting  of  the  church,  they  may  sign,  acknowledge  and 
cause  to  be  filed  and  recorded  in  the  office  of  the  clerk  of  the 
county  in  which  the  certificate  of  incorporation  of  such  church 
is  filed  or  recorded,  a  certificate  of  such  determinations. 
Thereafter  the  trustees  of  such  church  shall  be  elective  in  pur- 
suance of  the  provisions  of  the  next  article*  of  this  chapter, 
relating  to  the  election  of  trustees  of  incorporated  churches. 
At  the  next  annual  corporate  meeting  after  the  filing  of  such 
certificate,  one-third  of  the  number  of  trustees  so  determined 
on  shall  be  elected  to  hold  office  for  one  year,  one-third  for  two 
years  and  one-third  for  three  years,  and  the  minister,  elders 
and  deacons  shall  cease  to  be  the  trustees  of  such  church.  At 
each  subsequent  annual  corporate  meeting  of  such  church, 
one-third  of  the  number  of  trustees  so  determined  on  shall  be 
elected  to  hold  office  for  three  years. 

If  the  trustees  of  an  incorporated  Reformed  church  in 
America  are  at  any  time  elective,  in  pursuance  of  the  next 
article  of  this  chapter,  the  board  of  trustees  and  the  consistory 
thereof  may  concurrently  determine  that  the  minister  or  min- 
isters, if  any,  and  the  elders  and  deacons  of  such  church  shall 
constitute  the  trustees  thereof.  Thereon  the  president  and 
clerk  of  the  consistory  and  the  president  and  clerk  of  the  board 

*  See  Art.  V,  p.  350. 


New  York.  375 

of  trustees  shall  sign  and  acknowledge  and  cause  to  be  filed 
and  recorded  in  the  office  of  the  clerk  of  the  county  in  which 
the  original  certificate  of  incorporation  is  filed  or  recorded,  a 
certificate  of  such  determination  stating  the  names  of  such 
ministers,  elders  and  deacons.  On  so  filing  and  recording  such 
certificate,  such  board  of  trustees  shall  be  dissolved  and  the 
minister  or  ministers,  and  elders  and  deacons  of  such  church 
and  their  successors  in  office  shall  constitute  the  trustees  of 
such  church. 

111.  Reformed  Presbyterian  churches,  changing  sys- 
tem of  choosing  trustees,  pew  rents  and  minister's  sal- 
ary.— 65.  If  any  incorporated  Reformed  Presbyterian  church, 
at  a  meeting  of  the  church  or  congregation,  determine  that  the 
deacons  of  such  church  shall  be  the  trustees  thereof,  then  the 
deacons  of  such  church  actively  engaged  in  the  exercise  of  their 
offices  therein,  and  their  successors  in  office,  shall,  by  virtue  of 
their  respective  offices,  be  the  trustees  of  such  church.  The 
salary  of  the  minister  and  the  pew  rents  in  any  such  church 
shall  be  fixed  by  the  vote  of  the  congregation,  and  the  trustees 
shall  not  fix  or  change  the  same. 

Taxable  Transfers  of  Property. 
[Laws  of  1892,  Chap.  399.] 

112.  Bequests  exempted  from  transfer  tax. — Any 
property  heretofore  or  hereafter  devised  or  bequeathed  to  any 
person  who  is  a  bishop,  or  to  any  religious  corporation,  shall  be 
exempted  from,  and  not  be  subject  to  the  provisions  of  this 
Act. 


NORTH  CAROLINA. 


CONSTITUTION.    Article  VIII. 

[In  effect  June  25,  1868.] 

1.  General  laws  to  be  enacted. — i.  Corporations  may 
be  formed  tinder  general  laws,  but  shall  not  be  created  by 
special  act,  except  for  municipal  purposes,  and  in  cases  where, 
in  the  judgment  of  the  Legislature,  the  object  of  the  corpora- 
tion cannot  be  attained  under  general  laws.  All  general  laws 
and  special  acts,  passed  pursuant  to  this  section,  may  be  altered 
from  time  to  time,  or  repealed. 


CODE,  1883. 
Chap.  XVI.     Corporations. 
(With  amendments  to  1895.) 

2.  Powers. — 663.  All  corporations  shall,  where  no  other 
provision  is  specially  made,  be  capable  in  their  corporate  name 
to  sue  and  be  sued,  appear,  prosecute  and  defend  to  final  judg- 
ment and  execution,  in  any  courts  or  elsewhere  ;  to  have  a  com- 
mon seal,  which  they  may  alter  at  pleasure,  to  elect,  in  such 
manner  as  they  shall  determine  to  be  proper,  all  necessary 
officers,  and  to  fix  their  compensation  and  define  their  duties 
and  obligations;  and  to  make  by-laws  and  regulations,  con- 
sistent with  the  laws  of  the  State,  for  their  own  governm&nt, 
and  for  the  due  and  orderly  conducting  of  their  affairs,  and  the 
management  of  their  property. 

3.  By-laws  to  determine  meetings.  —  664.  All  cor- 
porations may,  by  their  by-laws,  where  no  other  provision  is 
specially  made,  determine  the  manner  of  calling  and  conducting 
all  meetings;  the  number  of  members  that  shall  constitute  a 
quorum;  the  number  of  shares  that  shall  entitle  the  members 
to  one  or  more  votes;  the  mode  of  voting  by  proxy;  the  mode 
of  selling  shares  for  the  non-payment  of  assessments;  and  the 
tenure  of  office  of  the  several  officers;  and  the  manner  in  which 

(376) 


North  Carolina.  377  ' 

A^acancies  in  any  of  the  offices  shall  be  filled  till  a  regular  elec- 
tion, and  they  may  annex  suitable  penalties  to  such  by-laws, 
not  exceeding  in  any  case  the  sum  of  twenty  dollars  for  any  one 
offense;  Provided^  That  no  such  by-law  shall  be  made  by  any 
corporation  repugnant  to  any  provision  of  this  charter. 

4.  First  meeting,  how  notified  when  not  provided 
for  specially. — 665.  The  first  meeting  of  all  corporations, 
unless  otherwise  provided  for  in  their  acts  of  incorporation, 
shall  be  called  by  a  notice  signed  by  any  one  or  more  of  the 
persons  named  in  the  act  of  incorporation,  and  setting  forth  the 
time,  place  and  purposes  of  the  meeting;  and  such  notice,  ten 
days  at  least  before  the  meeting,  shall  be  delivered  to  each 
member  or  published  in  some  newspaper  printed  nearest  to  the 
proposed  place  of  meeting. 

5.  Limit  upon  real  estate.* — 666.  Every  corporation 
may  hold  lands  to  an  amount  authorized  by  law,  and  may  con- 
vey the  same.  But  no  corporation  formed  under  this  chapter, 
except  mining  and  manufacturing  companies,  and  companies 
supplying  the  cities  and  towns  of  the  State  with  water,  shall 
have  power  to  hold  at  the  same  time  more  than  three  hundred 
acres  of  land  in  fee  simple,  or  for  a  longer  term  than  thirty 
years. 

6.  Corporation  to  continue  three  years  after  expira- 
tion of  charter. — 667.  All  corporations  whose  charters  shall 
expire  by  their  own  limitation,  or  shall  be  annulled  by  forfeiture 
or  otherwise,  shall  nevertheless  be  continued  bodies  corporate 
for  the  term  of  three  years  after  the  time  when  they  would 
have  been  so  dissolved,  for  the  purpose  of  prosecuting  and  de- 
fending actions  by  or  against  them,  and  of  enabling  them 
gradually  to  settle  and  close  their  concerns,  to  dispose  of  and 
convey  their  property,  and  to  divide  their  capital  stock;  but 
not  for  the  purpose  of  continuing  the  business  for  which  such 
corporations  may  have  been  established. 

7.  How  incorporated. — 677.  Any  number  of  persons 
not  less  than  three  who  may  be  desirous  of  engaging  in  any 
business  not  unlawful,  except  building  railroads,  or  banking  or 
insurance,  at  any  place  within  the  State,  may,  if  it  please  them, 
become  incorporated  in  the  manner  following — that  is,  such 
persons  shall,  by  articles  of  agreement,  under  their  hands  and 

*See  No.  22,  Section  3667,  p.  3S2. 
28 


'378  Religious  Corporations. 

seals,  set  forth  before  the  clerk  of  the  superior  court  of  the 
county  where  the  meetings  may  be  held:  i.  The  corporate 
name.  2.  The  business  proposed.  3.  The  place  where  it  is 
proposed  to  be  carried  on.  4.  The  length  of  time  desired,  not 
exceeding  thirty  years.  5.  The  names  of  persons  who  have 
subscribed. 

8.  Articles  to  be  acknowledged  and  recorded.— 678. 

The  said  articles  of  agreement,  after  having  been  proved  by  a 
subscribing  witness,  or  acknowledged  before  the  clerk,  shall  be 
recorded  by  said  clerk  in  a  book  to  be  kept  for  this  purpose  in 
his  office,  and  marked  "record  of  incorporations,"  and  said 
clerk  shall  keep  in  said  book  an  alphabetical  index  of  the  names 
of  the  corporations;  Provided,  That  the  said  clerk  before  re- 
cording the  said,  articles  of  agreement  shall  collect  from  the 
persons  signing  said  articles  twenty-five  dollars  ....  for 
the  benefit  of  the  pubHc  school  fund  of  the  county. 

9.  Clerk  of  court  to  give  letters  and  publish  notice. 

— 679.  After  the  said  articles  of  agreement  shall  have  been 
recorded,  the  clerk  under  the  seal  of  the  superior  court,  shall 
issue  letters  declaring  said  persons  and  their  successors  to  be, 
and  thenceforth  they  shall  be  a  corporation,  for  the  purpose  and 
according  to  the  terms  prescribed  in  said  articles,  and  shall  cause 
notice  thereof  to  be  published  in  some  newspaper,  if  any  there 
be  printed  in  the  county,  or  nearest  to  the  place  where  said 
articles  may  be  recorded,  in  which  shall  be  set  forth  the  sub- 
stance of  the  articles,  and  (in  case  of  the  companies  having  a 
capital)  the  amount  of  capital,  and  value  of  shares. 

10.  Fees  of  clerk. — 680.  Every  company  incorporated 
by  letters  under  articles  of  agreement,  shall  pay  the  clerk  of  the 
superior  court  a  fee  of  two  dollars  for  taking  the  probate  and 
recording  the  articles  of  agreement,  also  the  expense  of  pub- 
lication, and  one  dollar  for  the  certificate  declaring  its  incorpo- 

ation. 

11.  Contracts  for  over  $100  must  be  in  writing.— 683. 

Every  contract  of  every  corporation,  by  which  a  liability  may 
be  incurred  by  the  company  exceeding  one  hundred  dollars, 
shall  be  in  writing,  and  either  under  the  common  seal  of  the 
corporation  or  signed  by  some  officer  of  the  company  authorized 
thereto. 


North  Carolina.  379 

12.  Execution  of  conveyances.  What  conveyances 
are  void. — 685.  Any  corporation  may  convey  lands,  and  all 
other  prc^perty  which  is  transferable  by  deed,  by  deed  of  bar- 
gain and  sale,  or  other  proper  deed,  sealed  with  the  common 
seal  and  signed  by  the  president  or  presiding  member  or 
trustee,  and  two  other  members  of  the  corporation,  and  attested 
by  witnesses.  But  any  conveyance  of  its  property,  whether 
absolutely  or  upon  condition,  in  trust,  or  by  way  of  mortgage 
executed  by  any  corporation,  shall  be  void  and  of  no  effect  as  to 
the  creditors  of  said  corporation,  existing  prior  to,  or  at  the 
time  of  the  execution  of  said  deed,  and  as  to  torts  committed 
by  such  corporation,  its  agents  or  employes,  prior  to,  or  at  the 
execution  of  said  deed;  Provided,  Said  creditors  or  persons  in- 
jured or  their  representatives  shall  commence  proceedings  or 
actions  to  enforce  their  claims  against  said  corporation  within 
sixty  days  after  the  registration  of  said  deed  as  required  by  law. 

13.  Powers   and  duties  of  the  attorney  general. — 

686.  It  shall  be  the  duty  of  the  attorney  general  to  bring  an 
action  in  the  superior  court  of  the  county  as  in  this  code 
directed,  to  restrain  by  injunction,  any  corporation  from  assum- 
ing or  exercising  any  franchise,  or  transacting  any  business  not 
allowed  by  its  charter;  to  restrain  any  person  from  exercising 
corporate  franchises  not  granted ;  to  bring  directors,  managers, 
and  officers  of  a  corporation,  or  the  trustees  of  funds  given  for 
a  public  or  charitable  purpose  to  an  account  for  the  manage- 
ment and  disposition  of  the  property  confided  to  their  care ;  to 
remove  such  officers  or  trustees  upon  proof  of  gross  misconduct; 
to  secure,  for  the  benefit  of  all  interested,  the  property  or  funds 
aforesaid;  to  set  aside  and  restrain  improper  alienations  thereof, 
and  generally  to  compel  the  faithful  performance  of  duty,  and 
prevent  all  malversation,  peculation  and  waste.  And  in  case 
of  fraud  by  the  president,  directors,  managers,  or  stockholders, 
in  any  corporation,  the  court  shall  render  personally  liable  to 
creditors  and  others  injured  thereby  such  of  the  directors,  and 
stockholders  as  may  have  been  concerned  in  the  fraud. 

14.  Limit  of  life,  sixty  years,  except  for  debts. — 687. 
No  body  corporate,  hereafter  to  be  established,  shall  exist  for  a 
longer  term  than  sixty  years,  unless  otherwise  provided  in  the 
act  creating  the  same ;  but  in  the  case  of  a  dissolution  of  a  cor- 
poration by  any  judgment  or  decree,  the  debts  due  to,  or  from 
it,  shall  not  be  extinguished. 


380  Religious  Corporations. 

15.  Failure  to  organize  in  two  years  forfeits  charter. 

— 688.  When  any  act  shall  have  passed,  or  letters  of  agreement, 
as  provided  in  this  chapter,  shall  have  been  recorded,  creating 
a  body  corporate,  and  the  corporators,  for  two  years,  shall 
neglect  or  fail  to  organize  the  company,  and  carry  into  effect 
the  intent  of  the  act;  or  when  organized,  if  they  at  any  time 
for  two  years  together  shall  cease  to  act,  then  such  disuse  of 
their  corporate  privileges  and  powers  shall  be  deemed  and  taken 
as  a  forfeiture  of  the  charter. 

16.  Excess  of  real  estate  must  be  disposed  of* — 693. 
All  corporations  (except  railroad,  mining,  manufacturing  cor- 
porations, and  companies  to  supply  the  cities  and  towns  of  the 
State  with  water),  which  shall  be  seized  in  fee,  or  for  a  longer 
term  than  three  lives  in  being,  or  possessed  for  a  longer  time 
than  thirty  years  of  any  lands  or  tenements,  exceeding  three 
hundred  acres  in  quantity,  are  required,  within  said  time,  to 
dispose  of  such  excess. 

17.  How  dissolved. — 694.  All  corporations  formed  under 
this  chapter  may  be  dissolved  by  special  proceeding,  instituted 
by  the  company,  or  by  any  corporator,  or  by  any  judgment 
creditor,  whose  execution  issued  to  the  county  in  which  the 
corporation  has  its  only  or  principal  place  of  business,  shall  be 
returned  unsatisfied,  or  by  the  authority  of  the  attorney  general 
in  the  name  of  the  State,  for  the  causes  hereinafter  mentioned, 
to  wit: 

1.  For  any  abuse  of  its  powers  to  the  injury  of  the  public 
or  of  the  corporators,  or  of  its  creditors  or  debtors; 

2.  For  non-user  of  its  powers  for  two  years  or  more  con- 
secutively ; 

3.  For  insolvency  manifested  by  the  return  of  an  execution 
unsatisfied  upon  a  judgment  against  the  company,  docketed  in 
the  superior  court  of  the  county  where  it  has  its  only  or  prin- 
cipal place  of  business. 

4.  Upon  any  conviction  of  the  company  of  a  criminal 
offence  if  such  offence  is  persistent. 

18.  Service  of  summons  and  notice  of  dissolution. — 

695.  Upon  any  special  proceedings  for  the  dissolution  of  a 
corporation,  the  summons  shall  be  served  on  the  chief  or  other 
ofhcei  of  the  corporation  authorized  for  that  purpose  as  writs  of 
summons  are  required  to  be  in  like  cases,  and  shall  be  served 

*  See  No.  5,  Section  666,  p.  377. 


North  Carolina,  381 

on  the  corporators,  creditors,  dealers  and  others  interested  in 
the  affairs  of  the  company,  by  publishing-  a  copy  thereof  ,at 
least  weekly  for  not  less  than  three  successive  weeks  in  some 
newspaper  printed  in  the  county  in  which  such  corporation  has 
its  only  or  principal  place  of  business,  or  if  there  be  no  such 
newspaper  published,  then  by  posting  a  copy  of  such  summons 
at  the  door  of  the  courthouse  of  such  county,  and  publishing  a 
copy  thereof  for  the  time  and  in  the  manner  aforesaid  in  the 
newspaper  published  nearest  the  county  seat  of  the  county  in 
which  such  corporation  has  its  only  or  principal  place  of  busi- 
ness, or  in  some  newspaper  published  in  the  city  of  Raleigh ; . 
and  such  publication  shall  be  deemed  and  held  sufficient  service 
on  all  the  corporators,  creditors  of,  or  dealers  with,  such  cor- 
poration, and  all  such  corporators,  creditors  or  dealers  or  other 
parties  interested,  may  intervene  in  said  proceedings  and  be- 
come parties  thereto  for  themselves,  or  for  others  in  like  in- 
terest, under  such  rules  as  the  court  for  the  purpose  of  justice 
shall  prescribe. 

19.  Chap.  XVI.  Applies  to  all  corporations.  —  701. 
This  chapter,  unless  otherwise  declared  herein,  or  in  the  chap- 
ter entitled  Railroads  and  Telegraphs,  shall  apply  to  all  corpo- 
rations, whether  created  by  special  act  of  assembly,  by  letters 
of  agreement  under  this  chapter,  or  by  the  chapter  entitled 
Railroads  and  Telegraphs 

Chap.  LIV.     Religious  Societies. 

20.  Donations  to  religious  societies  to  vest  in  them 
or  their  trustees.  Real  estate  perpetually  vested  in 
church  or  in  trustees.  How  mortgaged. — 3665.  All  glebes, 
lands,  and  tenements  heretofore  purchased,  given,  or  devised  for 
the  support  of  any  particular  ministry,  or  mode  of  worship ;  and 
all  churches  and  other  houses  built  for  the  purpose  of  public  wor- 
ship; and  all  lands  and  donations  of  any  kind  of  property  or 
estate  that  have  been  or  may  be  given,  granted  or  devised  to  any 
church  or  religious  denomination,  religious  society  or  congre- 
gation within  the  State  for  their  respective  use,  shall  be  and  re- 
main forever  to  the  use  and  occupancy  of  that  church  or  denomi- 
nation, society  or  congregation,  for  which  the  said  glebes,  lands, 
tenements,  property  and  estate  were  so  purchased,  given, 
granted,  or  devised,  or  for  which  the  said  churches,  chapels,  or 
other  houses  of  public  worship  were  built;  and  the  estate  there- 
in shall  be  deemed  and  held  to  be  absolutely  vested,  as  between 


382  Religious  Corporations. 

the  parties  thereto,  in  the  trustees  respectively  of  the  said 
churches,  denominations,  societies  and  congregations,  for  their 
several  use,  according  to  the  intent  expressed  in  the  conveyance, 
gift,  grant  or  will;  and  in  case  there  shall  be  no  trustees,  then 
in  the  said  churches,  denominations,  societies  and  congrega- 
tions, respectively,  according  to  such  intent;  Provided^  That 
such  trustees  may  sell  and  convey  or  mortgage  such  land  in  fee 
siinple,  when  directed  to  do  so  by  such  church  congregation, 
society  or  denomination,  or  its  committee,  board  or  body  hav- 
ing charge  of  its  finances,  and  all  such  conveyances  so  made  or 
heretofore  made',  or  hereafter  to  be  made,  shall  be  effective  to 
pass  such  law  (land)  in  fee  simple  to  the  purchaser  or  pur- 
chasers, or  to  the  mortgagee  or  mortgagors,  for  the  purpose  in 
such  conveyances  of  mortgage  expressed.  (As  amended  by 
Act  of  March  11,  1889). 

21.  Houses  of  worship  on  vacant  lands  to  belong  to 
society  erecting  them. — 3666.  All  houses  and  edifices, 
erected  for  public  religious  worship  on  vacant  lands,  or  on  lands 
of  the  State  not  for  other  purposes  intended  or  appropriated, 
together  with  two  acres  adjoining  the  same,  shall  hereafter  be 
held  and  kept  sacred  for  divine  worship,  to  and  for  the  use  of  the 
society  by  which  the  same  was  originally  established. 

22.  Religious  societies  and  denominations  may  ap- 
point trustees.  Limit  on  real  estate. — 3667.  The  con- 
ference, synod,  convention  or  other  ecclesiastical  body,  repre- 
senting any  church  or  religious  denomination  within  the  State, 
as  also  the  religious  societies  and  congregations  within  the  State, 
may  from  time  to  time  and  at  any  time,  appoint  in  such  manner 
as  such  body,  society  or  congregation  may  deem  proper,  a  suit- 
able number  of  persons  as  trustees  for  such  church,  denomina- 
tion, religious  society,  or  congregation,  who  and  their  successors 
shall  have  power  to  receive  donations,  and  to  purchase,  take 
and  hold  property,  real  and  personal,  in  trust  for  such  church 
or  denomination,  religious  society  or  congregation;  Pi'ovidcd, 
That  besides  such  lands  and  lots  as  may  be  specially  set  apart 
and  appropriated  to  divine  worship,  no  church  or  denomination 
by  virtue  of  this  chapter  shall  have  to  their  own  use  lands  of  a 
greater  yearly  value  than  six  thousand  dollars ;  and  no  single 
congregation  or  society,  lands  of  a  greater  yearly  value  than 
four  hundred  dollars,  and  said  lands  shall  be  subject  to 
taxation. 


North  Carolina.  383 

23.  Trustees  may  be  removed,  and  are  accountable, 

etc.^ — 3668.  The  body  appointing  may  remove  such  trustees 
or  any  of  them,  and  fill  all  vacancies  caused  by  death  or  other- 
wise; and  the  said  trustees  and  their  successors  may  sue  and  be 
sued  in  all  proper  actions,  for  or  on  account  of  the  donations  or 
property  so  held  or  claimed  by  them,  and  for  and  on  account  of 
any  matter  relating  thereto.  And  they  shall  be  accountable  to 
the  said  churches,  denominations,  societies  and  congregations 
for  the  use  and  management  of  said  property,  and  shall  sur- 
render it  to  any  person  authorized  to  demand  it. 

[Act  of  March  7,  1891.] 

24.  All  unincorporated  churches  made  corporations. 

— I.  All  churches  in  this  State  of  whatever  name  or  order  where 
public  worship  of  Almighty  God  is  now  or  may  be  held,  be  and 
the  same  are  hereby  incorporated. 

25.  Restriction  on  sale  of  liquor. — 2.  It  shall  be  un- 
lawful for  any  person  or  persons  to  erect  any  stand  or  place  of 
business  for  the  purpose  of  selling  or  offering  for  sale  any 
spirituous  liquor  within  two  miles  of  any  church  in  this  State. 

26.  Penalty  for  violation. — 3.  Any  person  convicted  of 
violating  this  act  shall  be  deemed  to  be  guilty  of  a  misdemeanor, 
and  shall  be  fined  or  imprisoned  at  the  discretion  of  the  court. 

27.  Act  not  to  apply  to  incorporated  churches,  or 
outside  of  certain  counties. — 4.  Provided^  hozvcvcr,  That  this 
act  does  not  extend  to  churches  heretofore  incorporated,  or 
which  may  be  incorporated  by  this  general  assembly  outside  of 

this  act Provided,  fur  the?'.   That  this  act  shall  only 

apply  to  churches  in  the  counties  of  Harnett,  Chatham,  Hay- 
wood, Cumberland,  Graham,  Richmond  and  Pamlico,  and  to 
public  schoolhouses  and  other  institutions  of  learning  in  David- 
son county. 


NORTH  DAKOTA. 


CONSTITUTION. 

[In  effect,  Nov.  2,  1889.] 
Article  VII. 

1.  General  laws  to  be  passed.— 131.  No  charter  of 
incorporation  shall  be  granted,  changed  or  amended  by  special 
law,  except  in  the  case  of  such  municipal,  charitable,  educa- 
tional, penal  or  reformatory  corporations  as  may  be  under  the 
control  of  the  State;  but  the  Legislative  Assembly  shall  pro- 
vide by  general  laws  for  the  organization  of  all  corporations 
hereafter  to  be  created,  and  any  such  law,  so  passed,  shall  be 
subject  to  future  repeal  or  alteration. 

2.  Cumulative  voting  permitted. — 135.  In  all  elec- 
tions for  directors  or  managers  of  a  corporation,  each  member 
or  shareholder  may  cast  the  whole  number  of  his  votes  for  one 
candidate,  or  distribute  them  upon  two  or  more  candidates,  as 
he  may  prefer. 

3.  Can  engage  only  in  authorized  business. — 137-  No 
corporation  shall  engage  in  any  business  other  than  that  ex- 
pressly authorized  in  its  charter. 

Article  XX.     Schedule. 

4.  Territorial  laws  recognized. — 2.  All  laws  now  in 
force  in  the  Territory  of  Dakota,  which  are  not  repugnant  to 
this  Constitution,  shall  remain  in  force  until  they  expire  by 
their  own  limitations  or  be  altered  or  repealed. 


COMPILED  LAWS,  1887.* 

Chap.    III.     Corporations. 

Art.  I.     The  Creation  of  Corporations. 

5.  Must  have  corporate  name.— 2893.     Every   corpo- 
ration must  have  a  corporate  name,  which  it  has  no  power  to 

*See  No.  4,  p.  384,  by  which  the  Territorial  laws  were  made  the  laws  of  the  State. 

(384) 


North  Dakota.  385 

change,  unless  expressly  authorized  by  law  ;  but  the  mis- 
nomer of  a  corporation  in  any  written  instrument  does  not  in- 
validate the  instrument;  if  it  can  be  reasonably  ascertained 
from  it  what  corporation  is  intended. 

6.  Private  corporations. — 2896.  Private  corporations 
are  formed  for  the  purposes  of  religion,  benevolence,  education, 
art,  literature,  or  profit,  and  all  corporations  not  public  are  pri- 
vate. 

7.  Articles  of  incorporation.  Officers. — 2897.  The 
instrument  by  which  a  private  corporation  is  formed  is  called 
"articles  of  incorporation,"  or,  *' certificate  of  incorporation;" 
and  one-third  of  the  officers  of  such  corporations  shall  be  resi- 
dents of  this  State. 

8.  Acceptance  absolute. — 2898.  In  order  to  constitute 
a  private  corporation,  there  must  not  only  be  a  statutory  grant 
of  corporate  authority,  but  an  acceptance  of  that  grant  by  a 
majority  of  the  corporators  or  their  agents.  The  acceptance 
cannot  be  conditional  or  qualified, 

9.  Acceptance,  how  proved. — 2899.  Except  when 
otherwise  expressly  provided,  the  acceptance  of  a  grant  of  cor- 
porate authority  may  be  proved  like  any  other  fact. 

10.  Private  corporations,  for  what  purposes. — 2900. 
Private  corporations  can  be  formed  by  the  voluntary  associa- 
tion of  three  or  more  persons,  upon  complying  with  the  provi- 
sions of  this  chapter,  for  the  following  purposes,  namely ;  .  .  .  . 
for  colleges,  seminaries,  churches,  libraries,  benevolent,  chari- 
table and  scientific  associations  ;  .  .  .  .  Provided,  Jiozvcver, 
That  no  insurance  company  shall  be  incorporated  under  the 
provisions  of  this  act  except  by  the  voluntary  association  of 
seven  or  more  persons. 

11.  Religious  corporations  may  hold  certain  amount 
of  real  estate. — 2901.  No  corporation  for  religious  or  chari- 
table purposes  shall  acquire  or  hold  real  estate  in  this  Territory,* 
during  the  existence  of  the  Territorial  government,  of  a  greater 
value  than  fifty  thousand  dollars;  and  all  real  estate  acquired  or 
held  by  such  corporations  or  associations  contrary  hereto,  shall 
be  forfeited  and  escheat  to  the  United  States;  but  existing 
vested  rights  in  real  estate  shall  not  be  impaired  by  the  provi- 
sions of  this  section. 

*  See  No.  4,  p.  384. 


o86  Religious  Corporations. 

12.  Contents    of    articles    of    incorporation. — 2902 
Articles  of  incorporation  must  be  prepared  setting  forth : 

1.  The  name  of  the  corporation. 

2.  The  purpose  for  which  it  is  formed. 

3.  The  place  where  its  principal  business  is  to  be  trans- 
acted. 

4.  The  term  for  which  it  is  to  exist. 

5.  The  number  of  its  directors  or  trustees,  and  the  names 
and  residences  of  such  of  them  who  are  to  serve  until  the  elec- 
tion of  such  officers,  and  their  qualifications. 

13.  One-third  of  incorporators  must  be  residents. 

— 2904.  The  articles  of  incorporation  must  be  subscribed  by 
three  or  more  persons,  one-third  of  whom  must  be  residents  of 
this  Territory,  and  acknowledged  by  each  before  some  officer 
authorized  to  take  and  certify  acknowledgments  of  conveyances 
of  real  property. 

14.  Certificate  to  issue  on  filing  articles  of  incor- 
poration.— 2905.  Upon  filing  of  the  articles  of  incorporation 
with  the  secretary  of  the  Territory,  he  shall  issue  to  the  corpo- 
ration, over  the  great  seal  of  the  Territory,  a  certificate  that 
the  articles  containing  the  required  statement  of  facts  have 
been  filed  in  his  office ;  and  thereupon  the  persons  signing  the 
articles,  and  their  associates  and  successors,  shall  be  a  body 
politic  and  corporate  by  the  name  and  for  the  purposes  stated 
in  said  articles. 

15.  Articles  to  be  recorded. — 2906.  Upon  the  filing  of 
any  articles  of  incorporation,  as  in  the  last  section  is  prescribed, 
the  secretary  of  the  Territory  shall  cause  the  same  to  be 
recorded  in  a  book  to  be  kept  in  his  office  for  that  purpose,  to 
be  called  '*  the  book  of  corporations,"  with  the  date  of  filing. 

16.  Copy  of  articles  evidence. — 2907.  A  copy  of  any 
articles  of  incorporation  filed  in  pursuance  of  this  chapter,  and 
certified  by  the  secretary  of  the  Territory,  must  be  received  in 
all  courts  and  other  places  as  pj'ima  facie  evidence  of  the  facts 
therein  stated,  and  of  the  existence  of  such  corporation. 

17.  Not  necessary  to  prove  incorporation. — 2908.  In 
all  civil  actions  brought  by  or  against  a  corporation,  it  shall 
not  be  necessary  to  prove  on  the  trial  of  the  cause  the  existence 
of  such  corporation,  unless  the  defendant  shall  in  his  answer  ex- 
pressly aver  that  the  plaintiff  or  defendant  is  not  a  corporation. 


North  Dakota.  387 

18.  Members. — 2909 If    a  corporation  has  no 

capital  stock,  the  corporators  and  their  successors  are  called 
members. 

Art.  III.     Corporate  Powers. 

19.  Powers  of  corporations. — 2919.  Every  corporation 
as  such,  has  power: 

1.  To  have  succession  by  its  corporate  name,  for  the  period 
limited ;  and  when  no  period  is  limited,  perpetually. 

2.  To  sue  and  be  sued;  to  complain  and  defend  in  any 
court. 

3.  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure. 

4.  To  purchase,  hold,  transfer  and  convey  such  real  and 
personal  property  as  the  legitimate  purposes  of  the  corporation 
may  require,  not  exceeding,  in  any  case,  any  amount  limited 
by  law. 

5.  To  appoint  such  subordinate  officers  and  agents  as  the 
business  of  the  corporation  may  require,  and  to  allow  them  suit- 
able compensation. 

6.  To  make  by-laws  not  inconsistent  with  the  law  of  the 
land,  for  the  management  of  its  property,  the  regulation  of  its 
affairs,  and  for  the  transfer  of  its  stock. 

7.  To  admit  stockholders  or  members,  and  to  sell  their 
stock  or  shares  for  the  payment  of  assessments  or  installments. 

8.  To  enter  into  any  obligations  or  contracts  essential  to 
the  transaction  of  its  ordinary  affairs,  or  for  the  purposes  of  the 
corporation. 

In  addition  to  the  above  enumerated  powers,  and  to  those 
expressly  given  in  any  other  statute  under  which  it  is  incorpo- 
rated, no  corporation  shall  possess  or  exercise  any  corporate 
powers,  except  such  as  are  necessary  to  the  exercise  of  the 
powers  enumerated  and  given. 

20.  By-laws,  adopted  by  whom. — 2920.  Every  cor- 
poration formed  under  this  chapter  must,  within  one  month 
after  filing  articles  of  incorporation,  adopt  a  code  of  by-laws 
for  its  government  not  inconsistent  with  the  laws  of  the  United 
States  or  of  this  Territory.  The  assent  of  ....  a  majority 
of  the  members,  if  there  be  no  capital  stock,  is  necessary  to 
adopt  by- laws,  if  they  are  adopted  at  a  meeting  called  for  that 
purpose ;  and  in  the  event  of  such  meeting  being  called,  two 
weeks'  notice  of  the  same,  by  advertisement  in  some  newspaper 


388  Religious  Corporations. 

published  in  the  county  in  which  the  principal  place  of  business 
of  the  corporation  is  located,  or  if  none  is  published  therein, 
then  in  a  paper  published  in  an  adjoining  county,  must  be  given 
by  order  of  the  acting  president. 

The  written  assent  ....  of  two-thirds  of  the  inembers 
if  there  be  no  capital  stock,  shall  be  effectual  to  adopt  a  code 
of  by-laws  without  a  meeting  for  that  purpose. 

21.  What  the  by-laws  may  provide. — 2921.  A  cor- 
poration may,  by  its  by-laws,  where  no  other  provision  is  spe- 
cially made,  provide : 

1.  The  time,  place  and  manner  of  calling  and  conducting 
its  meetings. 

2.  The  number  of  stockholders  or  members  constituting  a 
quorum. 

3.  The  mode  of  voting  by  proxy. 

4.  The  time  of  the  annual  election  for  directors,  and  the 
mode  and  manner  of  giving  notice  thereof. 

5.  The  compensation  and  duties  of  officers. 

6.  The  manner  of  election  and  the  tenure  of  office  of  all 
officers  other  than  the  directors;  and, 

7.  Suitable  penalties  for  violations  of  by-laws,  not  exceed- 
ing, 'in  any  case,  one  hundred  dollars  for  any  one  offense. 

22.  By-laws  must  be  certified  and  recorded.  Re- 
peal of  by-laws. — 2922.  All  by-laws  adopted  must  be  certi- 
fied by  a  majority  of  the  directors  and  secretary  of  the  corpo- 
ration, and  copied  in  a  legible  hand  in  some  book  kept  in  the 
office  of  the  corporation,  to  be  known  as  the  "book  of  by-laws," 
and  no  by-law  shall  take  effect  until  so  copied,  and  the  book 
shall  then  be  open  to  the  inspection  of  the  public  during  office 
hours  of  each  day  except  holidays.  The  by-laws  may  be  re- 
pealed or  amended,  or  new  by-laws  may  be  adopted  at  the 
annual  meeting,  or  at  any  other  meeting  of  the  stockholders  or 
members,  called  for  that  purpose  by  the  directors,  by  a  vote 
representing  two-thirds  of  the  subscribed  stock,  or  by  two-thirds 
of  the  members;  or  the  power  to  repeal  or  amend  the  by-laws 
and  to  adopt  new  by-laws  may,  by  a  similar  vote  at  any  such 
meeting,  be  delegated  to  the  board  of  directors. 

The  power,  when  delegated,  may  be  revoked  by  a  similar 
vote  at  any  regular  meeting  of  the  stockholders  or  members. 

Whenever  any  amendment  or  new  by-law  is  adopted  it 
shall  be  copied  in  the  book  of  the  by-laws  with  the  original  by- 
laws, and  immediately  after  them,  and  shall  not  take  effect 


North  Carolina.       ♦  389 

until  so  copied.  If  any  by-law  be  repealed,  the  fact  of  repeal 
with  the  date  of  the  meeting  at  which  the  repeal  was  enacted, 
shall  be  stated  in  the  said  book,  and  until  so  stated,  the  repeal 
shall  not  take  elifect. 

23.  Annual  election  of  directors. — 2923.  The  direc- 
tors of  a  corporation  must  be  elected  annually  by  the  stock- 
holders or  members,  and  if  no  provision  is  made  in  the  by-laws 
for  the  time  of  election  the  election  must  be  held  on  the  first 
Tuesday  in  June.  Notice  of  such  election  must  be  given,  and 
the  right  to  vote  determined,  as  provided  in  section  2920. 

24.  Election  to  be  at  first  meeting. — 2924.  At  the 
first  meeting  at  which  by-laws  are  adopted,  or  at  such  subse- 
quent meeting  as  may  be  then  designated,  directors  must  be 
elected  to  hold  their  offices  for  one  year,  and  until  their  succes- 
sors are  elected  and  qualified. 

25.  Election  by  ballot.  —  2925.  All  elections  of  di- 
rectors must  be  by  ballot,  and  a  vote  of  ....  a  majority 
of  the  members,  is  necessary  to  a  choice 

26.  Number  of  directors  and  their  powers. — 2926. 
The  corporate  powers,  business  and  property  of  all  corpora- 
tions formed  under  this  chapter  must  be  exercised,  conducted 
and  controlled  by  a  board  of  not  less  than  three  nor  more  than 
eleven  directors,  to  be  elected  from  among  the  holders  of  stock; 
or  where  there  is  no  capital  stock,  then  from  the  members  of 
such  corporation. 

Directors  of  corporations  for  profit  must  be  holders  of 
stock  therein  to  an  amount  to  be  fixed  by  the  by-laws  of  the 
corporation.  Directors  in  all  other  corporations  must  be  mem- 
bers thereof.  Unless  a  quorum  is  present  and  acting,  no  busi- 
ness performed  or  act  done  is  valid  as  against  the  corporation. 
Whenever  a  vacancy  occurs  in  the  office  of  director,  unless  the 
by-laws  of  the  corporation  otherwise  provide,  such  vacancy 
must  be  filled  by  an  appointee  of  the  board. 

27.  Directors  to  organize  and  elect  ofiicers. — 2927. 
Immediately  after  their  election,  the  directors  must  organize 
by  the  election  of  a  president,  who  must  be  one  of  their  num- 
ber, a  secretary  and  treasurer. 

They  must  perform  the  duties  enjoined  on  them  by  law 
and  the  by-laws  of  the  corporation.  A  majority  of  the  direc- 
tors is  a  sufficient  number  to  form  a  board  for  the  transaction 


390  Religious  Corporations. 

of  business,  and  every  decision  of  a  majority  of  the  directors 
forming  such  board,  made  when  duly  assembled,  is  valid  as  a 
corporate  act. 

28.  Removal  of  directors.— 2930.  No  director  shall 
be  removed  from  office,  unless  by  a  vote  of  two-thirds  of  the 
members,  ....  at  a  general  meeting  held  after  notice  of  the 
time  and  place,  and  of  the  intention  to  propose  such  removal. 
Meetings  ....  may  be  called  for  this  purpose  by  the  presi- 
dent, or  by  a  majority  of  the  directors,  or  by  members  or 
stockholders  holding  at  least  one-half  of  the  votes. 

Such  calls  must  be  in  writing  and  addressed  to  the  secre- 
tary, who  must  thereupon  give  notice  of  the  time,  place,  and 
object  of  the  meeting,  and  by  whose  order  it  was  called.  If 
the  secretary  refuse  to  give  the  notice,  or  if  there  is  none,  the 
call  may  be  addressed  directly  to  the  members  or  stockholders, 
and  be  served  as  a  notice,  in  which  case  it  must  specify  the 
time  and  place  of  meeting.  The  notice  must  be  given  in  the 
manner  provided  in  section  2920,*  unless  other  express  provision 
has  been  made  therefor  in  the  by-laws.  In  case  of  removal, 
the  vacancy  may  be  filled  by  election  at  the  same  meeting. 

29.  Quorum  of  stockholders.  Proxies. — 2931.  At 
all  elections  or  votes  had  for  any  purpose,  there  must  be  a  ma- 
jority ....  of  the  members,  represented  either  in  person  or 
by  proxy,  in  writing. 

Every  person  acting  therein,  in  person,   or  by  proxy,  or 

representative,  must  be  a  member  thereof Any  vote 

or  election  had  other  than  in  accordance  with  the  provisions 
of  this  article  is  voidable  at  the  instance  of  absent  stockholders 
or  members,  and  may  be  set  aside  by  petition  to  the  district 
court  of  the  county  where  the  same  was  held. 

Any  regular  or  called  meeting  of  the  stockholders  or  mem- 
bers may  adjourn  from  day  to  day,  or  from  time  to  time,  if  for 
any  reason  there  is  not  present  a  majority  of  the  subscribed 
stock  or  members,  or- no  election  or  majority  vote  had,  such 
adjournment  and  the  reasons  therefor  being  recorded  in  the 
journal  of  proceedings  of  the  board  of  directors. 

30.  Election  failing.  Place  of  meeting. — 2932.  i.  If 
from  any  cause  an  election  does  not  take  place  on  the  day  ap- 
pointed in  the  by-laws,  it  may  be  held  on  any  day  thereafter  as 
is  provided  for  in  such  by-laws,  or  to  which  such  election  may 

*  See  No.  20,  p.  387. 


North  Dakota,  391 

be  adjourned  or  ordered  by  the  directors.  If  an  election  has 
not  been  held  at  the  appointed  time,  and  no  adjourned  or  other 
meeting  for  the  purpose  has  been  ordered  by  the  directors,  a 
meeting  may  be  called  by  the  stockholders,  as  provided  in  sec- 
tion 2930.* 

2.  Upon  the  application  of  any  person  or  body  corporate 
aggrieved  by  any  election  held  by  any  corporate  body,  or  any 
proceedings  thereof,  the  district  judge  in  the  district  in  which 
such  election  is  held  must  proceed  forthwith  summarily  to  hear 
the  allegations  and  proofs  of  the  parties,  or  otherwise  inquire 
into  the  matters  of  complaint,  and  thereupon  confirm  the  elec- 
tion, order  a  new  one,  or  direct  such  other  relief  in  the  premi- 
ses as  accords  with  right  and  justice.  Before  any  proceedings 
are  had  under  this  section,  five  days'  notice  thereof  must  be 
given  to  the  adverse  party,  or  to  those  to  be  affected  thereby. 

4.  When  no  provision  is  made  in  the  by-laws  for  regular 
meetings  of  the  directors  and  the  mode  of  calling  special  meet- 
ings, all  meetings  must  be  called  by  special  notice  in  writing,  to 
be  given  to  each  director  by  the  secretary,  on  the  order  of  the 
president,  or  if  there  be  none,  on  the  order  of  two  directors. 

5.  Whenever,  from  any  cause,  there  is  no  person  author- 
ized to  call  or  to  preside  at  a  meeting  of  a  corporation,  any 
justice  of  the  peace  of  the  county  where  such  corporation  is 
established,  may,  on  written  application  of  three  or  more  of 
the  stockholders  or  -of  the  members  thereof,  issue  a  warrant 
to  one  of  the  stockholders  or  members,  directing  him  to  call  a 
meeting  of  the  corporation,  by  giving  the  notice  required,  and 
the  justice  may  in  the  same  warrant  direct  such  person  to  pre- 
side at  such  meeting  until  a  clerk  is  chosen  and  qualified,  if 
there  is  no  other  officer  present  legally  authorized  to  preside 
thereat. 

31.  Uncalled  meetings  valid,  when. — 2934.  When 
all  the  stockholders  or  members  of  a  corporation  are  present  at 
any  meeting,  however  called  or  notified,  and  sign  a  written 
consent  thereto  on  the  record  of  such  meeting,  the  doings  of 
such  meeting  are  as  valid  as  if  had  at  a  meeting  legally  called 
and  noticed. 

The  stockholders  or  members  of  such  corporation,  when 
so  assembled,  may  elect  officers  to  fill  all  vacancies  then  exist- 
ing, and  may  act  upon  such  other  business  as  might  lawfully  be 
transacted  at  regular  meetings  of  the  corporation. 

*See  No.  2S,  p.390' 


392  Religious  Corporations. 

Art.  V.     Dissolution  of  Corporations. 

32.  When  corporation  is  dissolved.— 2938.  A  corpo- 
ration is  dissolved : 

1.  By  the  expiration  of  the  time  limited  by  its  articles  of 
incorporation. 

2.  Its  involuntary  dissolution  is  provided  for  in  chap. 
XXV'I*  of  the  code  of  civil  procedure. 

3.  If  voluntary,  its  dissolution  may  be  effected  in  the  fol- 
lowing manner: 

1.  A  corporation  may  be  dissolved  by  the  district  court  of 
the  county  where  its  office  or  principal  place  of  business  is  situ- 
ated, upon  its  voluntary  application  for  that  purpose. 

2.  The  application  must  be  in  writing,  and  must  set  forth: 
That  at  a  meeting  of  the  stockholders  Or  members  called  for 
that  purpose,  a  dissolution  of  the  corporation  was  resolved 
upon  by  a  two-thirds  vote  of  all  the  stockholders  or  members; 
and  that  all  claims  and  demands  against  the  corporation  have 
been  satisfied  and  discharged. 

3.  The  application  must  be  signed  by  a  majority  of  the 
board  of  directors,  trustees,  or  other  officers  having  the  man- 
agement of  the  affairs  of  the  corporation,  and  must  be  verified 
in  the  same  manner  as  a  complaint  in  a  civil  action. 

4.  If  the  court  is  satisfied  that  the  application  is  in  con- 
formity with  this  article,  it  must  order  the  application  to  be 
filed,  and  that  the  clerk  give  not  less  than  thirty  nor  more  than 
fifty  days'  notice  of  the  application,  by  publication  in  some 
newspaper  published  in  the  county,  and  if  there  are  none  such, 
then  by  advertisement  posted  up  in  five  of  the  principal  public 
places  in  the  county. 

5.  At  any  time  before  the  expiration  of  the  time  of  publi- 
cation any  person  may  file  his  objections  to  the  application. 

6.  After  the  time  of  publication  has  expired,  the  court 
may,  upon  five  days'  notice  to  the  persons  who  have  filed  objec- 
tions, or  without  further  notice,  if  no  objections  have  been 
filed,  proceed  to  hear  and  determine  the  application ;  and  if  all 
the  statements  therein  made  are  shown  to  be  true,  the  court 
must  declare  the  corporation  dissolved. 

7.  The  application,  notices  and  proof  of  publication,  objec- 
tions (if  any)  and  declaration  of  dissolution,  constitute  the 
judgment  roll,  and  from  the  judgment  an  appeal  may  be  taken 
in  the  same  manner  as  in  other  actions. 

*See  No.  48,  p.  396. 


North  Dakota.  393 

33.  Failure  to  organize  dissolves. — 2939.  If  a  corpo- 
ration does  not  organize  and  commence  the  transaction  of  busi- 
ness, or  the  construction  of  its  works,  within  one  year  from  the 
date  of  its  incorporation,  its  corporate  powers  cease. 

34.  Directors  to  be  trustees. — 2940.  Unless  other 
persons  are  appointed  by  the  court,  the  directors  or  managers 
of  the  affairs  of  such  corporation  at  the  time  of  its  dissolution  are 
trustees  of  the  creditors  and  stockholders  or  members  of  the 
corporation  dissolved,  and  have  full  power  to  settle  the  affairs 
of  the  corporation,  and  to  collect  and  pay  debts  and  divide 
among  the  stockholders  the  property  which  remains  after  the 
payment  of  debts  and  necessary  expenses;  and  for  such  pur- 
poses may  maintain  or  defend  .actions  in  their  own  names  by 
the  style  of  the  trustees  of  such  corporation  dissolved,  naming 
it ;  and  no  action  whereto  any  such  corporation  is  a  party  shall 
abate  by  reason  of  such  dissolution. 

35.  Trustees'  liability. — 2941.  The  trustees  mentioned 
in  the  preceding  section  are  jointly  and  severally  responsible  to 
the  creditors,  stockholders  and  members  of  the  corporation,  to 
the  extent  of  its  property  in  their  hands. 

36.  How  revived. — 2942.  A  corporation  once  dissolved 
can  be  revived  only  by  the  same  power  by  which  it  could  be 
created. 

Art.  XIV.     Religious,  Educational  and  Benevolent 
Corporations. 

General  Provisions. 

37.  Number  of  trustees. — 3136.  Persons  associated 
together  for  religious,  educational,  benevolent,  charitable  or 
scientific  purposes  may  elect  trustees  or  directors,  not  less 
than  three  nor  more  than  eleven,  and  may  incorporate  them- 
selves as  generally  provided  for  in  this  chapter. 

38.  What  articles   of  incorporation  must  include. 

— 3137.  In  addition  to  the  requirements  of  section  2902,*  the 
articles  of  incorporation  of  any  such  association  must  set  forth 
the  holding  of  the  election  for  trustees  or  directors,  the  time 
and  place  the  same  was  held,  that  a  majority  of  the  members 
of  such  association  were  present  and  voted  at  such  election, 


*  See  No.  12,  p.  3S6. 
29 


« 


394  Religious  Corporations. 

and  the  result  thereof;  which  facts  must  be  verified  by  the  offi- 
cers conducting  the  election. 

39.  Amount  of  property  limited. — 3138.  All  such 
corporations  may  hold  all  the  property  of  the  association  owned 
prior  to  incorporation,  as  well  as  that  acquired  thereafter  in 
any  manner,  and  transact  all  business  relative  thereto;  but  no 
such  corporation  may  own  or  hold  more  real  property  than  may 
be  reasonably  necessary  for  the  business  and  objects  of  the  asso- 
ciation ;  and  no  such  corporation  for  religious  or  charitable  pur- 
poses shall  acquire  or  hold  real  property  of  a  greater  value  than 
fifty  thousand  dollars. 

40.  Must  make  annual  report. — 3139.  The  trustees 
or  directors  of  all  such  corporations  must  annually  make  a  full 
report  of  all  their  property,  real  and  personal,  including  prop- 
erty held  in  trust  by  them,  and  of  the  condition  thereof,  and  of 
all  their  affairs,  to  the  members  of  the  corporation  for  which 
they  are  acting. 

41.  May  sell  or  mortgage  property. — 3140.  Corpo- 
rations of  the  character  mentioned  in  this  article  may  sell,  ex- 
change or  mortgage  any  or  all  property  held  or  owned  by 
them  in  the  manner  determined  by  such  corporations. 

42.  By-laws. — 3141-  Such  corporations  may,  in  their 
by-laws  or  articles  of  incorporation,  in  addition  to  the  provi- 
sions of  section  2902  and  2921,*  provide  for: 

1.  The  qualification  of  members,  mode  of  election,  and 
terms  of  admission  to  membership. 

2.  The  fees  of  admission,  and  dues  to  be  paid  to  their 
treasury  by  members. 

3.  The  expulsion  and  suspension  of  members  for  miscon- 
duct or  non-payment  of  dues;  also  for  restoration  to  member- 
ship. 

4.  Contracting,  securing,  paying  and  limiting  the  amount 
of  their  indebtedness. 

5.  Other  regulations  not  repugnant  to  the  law  of  the  land, 
and  consonant  with  the  objects  of  the  corporation. 

43.  Subsequent  members  to   liave  equal  rights. — 

3142.  Members  admitted  after  incorporation  have  all  the 
rights  and  privileges,  and  are  subject  to  the  same  responsibilj- 
ties,  as  members  of  the  association  prior  thereto. 

*See  Nos.  12  and  217  pp.  3S6,    388. 


North  Dakota.  395 

44.  Membership  rights  personal.— 3143.  No  member, 
or  his  legal  representative,  must  dispose  of  or  transfer  any 
right  or  privilege  conferred  on  him  by  reason  of  his  member- 
ship of  such  corporation,  or  be  deprived  thereof,  except  as 
herein  provided. 

Religious  Corporations. 

45.  Trustees  of  rehgious  corporation.— 3144.     The 

board  of  trustees,  or  other  officers  of  any  religious  corporation, 
may  be  chosen  at  such  times  and  in  such  manner  as  may  be  in 
conformity  to  the  rules,  usage  or  general  discipline  of  such 
church. 

46.  Members  of  any  church  may  form  corporation 
by  alternative  method. — 3145.  The  members  of  any  church 
or  religious  society,  not  less  than  three,  who  by  its  rules,  usage 
and  general  discipline,  or  otherwise,  do  not  desire  to  organize 
and  become  incorporated  under  the  foregoing  provisions  of  the 
civil  code,  may  organize  and  become  corporate,  capable  of 
suing  and  being  sued,  holding,  purchasing  and  receiving  title 
to  real  estate  and  other  property  by  devise,  gift,  grant  or  other 
conveyance,  with  power  to  mortgage,  sell  or  convey  the  same, 
or  any  part,  parcel  or  portion  thereof,  by  adopting  and  signing 
articles  containing: 

1.  The  name  of  the  church,  society,  association  or  corpo- 
ration, its  general  purpose  and  plan  of  operation  and  its  place 
of  location. 

2.  The  terms  of  admission  and  qualifications  of  member- 
ship, and  the  selection  of  officers,  and  the  filling  of  vacancies, 
and  the  manner  in  which  the  same  is  to  be  governed  and  man- 
aged. Such  articles  shall  be  recorded  in  the  office  of  the  secre- 
tary of  the  Territory,  and  also  in  the  office  of  the  register  of 
deeds  of  the  county  in  which  such  church,  society,  association 
or  corporation  is  located ;  and  thereupon  such  church,  society, 
association  or  corporation  shall  have  all  the  powers  hereinbefore 
provided,  and  may  adopt  and  establish  by-laws  and  make  all 
rules  and  regulations  deemed  necessary  and  expedient  for  the 
management  of  its  affairs  in  accordance  with  law. 

47.  Title  vests  in   successors,   in  trust. — 3146.     All 

grants  or  deeds  from  private  individuals,  or  acts  of  legislative 
bodies,  transferring,  conveying  or  granting  real  estate  in  this 
Territory  to  any  bishop,  dean,  rector,  vestryman,  deacon, 
director,  minister  or  any  other  officer  or  officers  of  any  church 


396  Religious  Corporations. 

or  organized  religious  society  in  trust  for  the  use  and  benefit  of 
such  society  of  which  they  are  such  officer  or  officers,  which 
have  been  or  may  be  made,  done  or  executed,  shall  vest  in  their 
successor  or  successors  in  office,  or  other  officer  which  such 
society  may  at  any  time  designate,  all  the  legal  or  other  title, 
to  the  same  extent  and  in  all  respects  the  same,  as  trustee  of 
such  trust,  for  the  use  and  benefit  of  such  society,  which  such 
bishop,  dean,  rector,  vestryman,  deacon,  director,  minister  or 
other  officer  or  officers,  had  under  such  grant,  deed  or  act;  and 
all  transfers  or  sales  made  by  such  officer  or  officers  so  acquir- 
ing title  by  virtue  of  this  act  by  succession  in  office  shall  have- 
all  the  validity,  force  and  effect  that  it  would  have  had  had  it 
been  made  by  such  bishop,  dean,  rector,  vestryman,  deacon, 
director,  minister  or  other  officer  or  officers,  while  holding 
under  and  by  virtue  of  such  grant,  deed  or  act  of  such  legisla- 
tive body. 

Chap.  XXVI.     Actions  in  Place  of  Scire  Facias, 
Quo   Warranto,   etc.* 

48.  District  attorney  may  bring  action  for  vacating 
charter. — 5346.  An  action  may  be  brought  by  any  district 
attorney  in  the  name  of  the  Territory  (State),  on  leave  granted 
by  the  district  court,  or  judge  thereof,  for  the  purpose  of  vaca- 
ting the  charter  or  the  articles  of  incorporation,  or  for  annull- 
ing the  existence  of  a  corporation  other  than  municipal,  when- 
ever such  corporation  shall : 

1.  OfEend  against  any  of  the  laws  creating,  altering  or 
renewing  such  corporation ;  or, 

2.  Violating  the  provisions  of  any  law,  by  which  such  cor- 
poration shall  have  forfeited  its  charter  or  articles  of  incorpora- 
tion, by  abuse  of  its  power;  or, 

3.  Whenever  it  shall  have  forfeited  its  privileges  or  fran- 
chises by  failure  to  exercise  its  powers;  or, 

4.  Whenever  it  shall  have  done  or  omitted  any  act  which 
amounts  to  a  surrender  of  its  corporate  rights,  privileges  and 
franchises;   or, 

5.  Whenever  it  shall  exercise  a  franchise  or  privilege  not 
conferred  upon  it  by  law. 

And  it  shall  be  the  duty  of  any  district  attorney,  whenever 
he  shall  have  reason  to  believe  that  any  of  these  acts  or  omis- 

*Sec.  5345  provides  for  civil  action  in  place  of  scire  faciax,  quo  ivarranto,  etc. 
Sees.  5357-60  refer  to  judgments  against  corporation,  costs,  closing  up  corporate 
affairs,  etc. 


North  Dakota.  397 

sions  can  be  established  by  proof,  to  apply  for  leave,  and  upon 
leave  granted  to  bring  the  action,  in  every  case  of  public  inter- 
est, and  also  in  every  other  case  in  which  satisfactory  security 
shall  be  given  to  indemnify  the  Territory  (State)  against  the 
costs  and  expenses  to  be  incurred  thereby. 

Transfer  of  Corporate  Interests  in  Real  Estate. 

[Act  of  Feb.  27,   1893.] 

49.  Officers  may  be  empowered  to  execute  convey- 
ances.—  I.  That  any  foreign  or  domestic  corporation  may,  in 
its  by-laws,  empower  any  one  or  more  of  its  officers,  severally 
or  conjointly,  to  execute  and  acknowledge  in  its  behalf  convey- 
ances, transfers,  assignments,  releases,  satisfactions,  or  other 
instruments  affecting  liens  upon,  titles  to,  or  interests  in  real 
estate. 

50.  What  officers  may  act. — 2.  In  the  absence  of  any 
by-laws,  the  president  or  secretary  of  any  corporation,  and  the 
president,  secretary,  treasurer  or  cashier  of  any  loan,  trust  or 
banking  corporation,  may  execute  and  acknowledge  such  instru- 
ments, when  authorized  by  resolution  of  the  board  of  directors. 

Change  of  Articles  of  Incorporation. 

[Act  of  March  6,  1893.] 

51.  How  effected. — Any  private  corporation  created  or 
existing,  or  which  may  hereafter  be  created  under  the  laws  of 
the  State  of  North  Dakota,  may  amend  or  change  its  articles 
of  incorporation  at  a  meeting  called  for  that  purpose  by  the 
directors,  as  follows: 

1.  Notice  of  the  time  and  place  of  meeting  must  be  person- 
ally served  upon  each  stockholder  at  his  place  of  residence,  if 
known,  and  if  not  known,  at  the  place  where  the  principal 
office  of  the  corporation  is  situated,  and  be  published  in  a 
newspaper  published  in  the  county  of  such  principal  office  once 
a  week  for  four  weeks  consecutively,  immediately  prior  to  the 
time  of  holding  such  meeting. 

2.  At  least  two-thirds  of  the  entire  capital  stock  must  be 
represented  by  a  vote  in  favor  of  the  amendment  or  change  in 
the  articles  of  incorporation. 

3.  A  certificate  must  be  signed  by  the  chairman  and  secre- 
tary of  the  meeting  and  a  majority  of  the  directors,  showing  a 


398  Religious  Corporations. 

compliance  with  the  requirements  of  this  act;  and  the  articles 
to  be  amended  or  changed;  the  amount  of  stock  or  the  number 
of  members  represented  at  the  meeting  and  the  vote  by  which 
the  object  was  accomplished. 

4.  The  certificate  must  be  filed  in  the  office  of  the  secre- 
tary of  State,  there  in  to  be  recorded  in  the  ' '  Book  of  Corpora- 
tions," and  thereupon  the  articles  so  amended  shall  be  so 
amended. 

5.  The  written  assent  of  the  holders  of  three-fourths  of 
the  capital  stock  or  members  shall  be  as  effectual  to  authorize 
the  change  or  amendment  of  the  articles  of  incorporation  as  if 
a  meeting  of  the  stockholders,  as  prescribed  by  this  act,  was 
called  and  held,  and  upon  such  written  assent  the  directors  may 
proceed  to  make  the  certificate  to  the  secretary  of  State,  as 
herein  provided. 

Change  of  Corporate  Name. 
[Act  of  March  6,  1893.] 

52.  How  effected. — i.  Every  private  corporation  created 
and  existing,  or  which  may  hereafter  be  created  under  and  by 
virtue  of  the  laws  of  the  Territory  of  Dakota  or  the  State  of 
North  Dakota  may  change  its  name  at  a  meeting  called  for  that 
purpose  by  its  president  or  a  majority  of  its  directors,  as  fol- 
lows: 

1.  Notice  of  the  time  and  place  of  meeting,  stating  its 
object,  must  be  personally  served  upon  each  stockholder  or 
member  at  his  place  of  residence,  if  known,  and  if  not  known, 
at  the  place  where  the  principal  office  of  the  corporation  is  sit- 
uated, or  published  in  a  newspaper  published  in  the  county  of 
such  principal  place  of  business  once  a  week  for  four  weeks 
consecutively,  immediately  prior  to  the  time  of  such  meeting. 

2.  At  least  two-thirds  of  the  entire  capital  stock  must  be 
represented  by  the  vote  in  favor  of  the  change  of  name. 

3.  A  certificate  must  be  signed  by  the  chairman  and  secre- 
tary of  tlie  meeting  and  its  president  and  secretary,  showing  a 
compliance  with  the  requirements  of  this  act,  the  name  adopted 
as  the  new  name  of  such  corporation,  the  amount  of  stock  or 
the  number  of  the  members  represented  at  the  meeting  and 
the  vote  by  which  the  change  of  name  was  accomplished. 

4.  The  certificate  must  be  filed  in  the  office  of  the  secre- 
tary of  State,  there  to  be  recorded  in  the  book  of  corporations, 
and  thereupon  the  name  of  such  corporation  will  be  so  changed. 


North  Dakota.  399 

5.  The  written  assent  of  the  holders  of  two-thirds  of  the 
subscribed  capital  stock  shall  be  as  effectual  to  authorize  the 
change  of  name  as  if  a  meeting  were  called  and  held,  and 
upon  such  .written  assent  the  president  and  secretary  may  pro- 
ceed to  make  the  certificate  herein  provided  for. 

Place  of  Meeting  of  Directors. 

[Act  of  Mar.  23,  1895.] 

53.  Directors  may  meet  within  or  without  the  State. 
— The  meetings  of  the  boards  of  directors  of  any  private  cor- 
poration created  and  existing  or  which  may  hereafter  be  created 
under  the  laws  of  the  Territory  of  Dakota,  now  State  of  North 
Dakota,  having  one  or  more  directors,  resident  in  this  State,  or 
having  duly  appointed  an  agent  resident  in  this  State  upon 
whom  service  may  be  made,  may  be  held  at  any  place  mentioned 
and  provided  in  its  by-laws  either  within  or  without  the  State. 


OHIO. 

CONSTITUTION. 

[In  effect,  July,  185 1.] 
Art.  I.     Bill  of  Rights. 

1.  The  law  to  protect  denominations  in  their  rights. 
— 7 Religion,  morality  and  knowledge,  being  essen- 
tial to  good  government,  it  shall  be  the  duty  of  the  General 
Assembly  to  pass  suitable  laws  to  protect  every  religious  denom- 
ination in  the  peaceable  enjoyment  of  its  own  mode  of  public 
worship,  and  to  encourage  schools  and  the  means  of  instruction. 

Art.  XIII. 

2.  Special  acts  not  to  be  passed. — i.  The  General 
Assembly  shall  pass  no  special  act  conferring  corporate  powers. 

3.  Corporations  to  be  formed  under  general  laws. — 

2.     Corporations  may  be  formed  under  general  laws,  but  all 
such  laws  may,  from  time  to  time,  be  altered  or  repealed. 


BEVISED  STATUTES,  1890.     SUPPLEMENT,  1892. 

[With  amendments  to  1894.] 

Vol.  I.     Title  II.     Corporations. 

Chap.  I.     Creation  of  Corporations  and  General 
Provisions. 

4.  What  laws  shall  govern  corporations. — 3232. 
Corporations  created  before  the  adoption  of  the  present  consti- 
tution, and  which  have  not,  by  election  or  some  other  act,  come 
to  be  governed  by  laws  since  passed,  shall  be  governed  and 
controlled  by  the  laws  then  in  force,  and  the  valid  modifications 
thereof  since  or  herein  enacted;  and  other  corporations,  now 

(400) 


Ohio.  401 

existing  or  heretofore  created,  shall  be  governed  and  controlled 

by  the  provisions  of  this  title. 

5.  Existing  corporations  may  accept  provisions. — 

3233.  A  corporation  created  before  the  adoption  of  the  present 
constitution,  and  now  actually  doing  business,  may  accept  any 
of  the  provisions  of  this  title,  and  when  a  certified  copy  of  such 
acceptance  is  filed  with  the  secretary  of  state,  so  much  of  its 
charter  as  is  inconsistent  with  the  provisions  of  this  title  is 
hereby  repealed. 

6.  Prior  corporations  acting  under  this  law  subject 
thereto. — 3234.  Corporations  created  before  the  adoption  of 
the  present  constitution,  which  take  any  action  under  or  in  pur- 
suance of  this  title,  shall  thereby  and  thereafter  be  deemed  to 
have  consented,  and  shall  be  held  to  be  a  corporation,  and  to 
have  and  exercise  all  and  singular  its  franchises  under  the 
present  constitution  and  the  laws  passed  in  pursuance  thereof, 
and  not  otherwise;  provided,  that  any  fire  insurance  company 
....   shall  not  be  affected. 

7.  Purposes  for  which  formed. — 3235.  Corporations 
may  be  formed  in  the  manner  provided  in  this  chapter  for  any 
purpose  for  which  individuals  may  lawfully  associate  them- 
selves, except  for  dealing  in  real  estate,  or  carrying  on  profes- 
sional business;  and  if  the  corporation  is  for  profit,  it  must 
have  a  capital  stock. 

8.  Contents  articles  of  incorporation.  Place  of  busi- 
ness.— 3236.  Any  number  of  persons,  not  less  than  five,  a 
majority  of  whom  are  citizens  of  this  State,  desiring  to  become 
incorporated,  shall  subscribe  and  acknowledge,  before  an  officer 
authorized  to  take  acknowledgments  of  deeds,  articles  of  incor- 
poration, the  form  of  which  shall  be  prescribed  by  the  secretary 
of  state,  which  must  contain: 

1.  The  name  of  the  corporation,  which  shall  begin  with 
the  word  "The,"  and  end  with  the  word  "Company,"  unless 
the  organization  is  not  for  profit. 

2.  The  place  where  it  is  to  be  located,  or  where  its  princi- 
pal business  is  to  be  transacted. 

3.  The  purpose  for  which  it  is  formed. 

4.  The  amount  of  its  capital  stock,  if  it  is  to  have  capital 
stock,  and  the  number  of  shares  into  which  the  stock  is  divided. 

5.  Provided,  any  association  of  five  or  more  persons,  who 
are  residents  of  the  State  of  Ohio,  and  who  are  associated,  not 


402  Religious  Corporations. 

for  profit,  and  as  the  principal  or  ruling  organization  over 
subordinate  organizations,  associated,  not  for  profit,  and  having 
a  definite  location  or  place  of  business  in  the  State  of  Ohio, 
may  be  incorporated,  having  its  location  or  principal  place  of 
business  in  the  State  of  Ohio,  and  without  naming,  in  its 
articles  of  incorporation,  a  permanent  place  where  it  is  to 
be  located,  or  where  its  principal  business  is  to  be  transacted. 
But  such  association  must  name,  in  its  articles  of  incoi;pora- 
tion,  the  place  where  it  is  to  be  located,  or  where  its  principal 
business  is  to  be  transacted,  at  the  time  of  its  incorporation, 
with  the  name  and  place  of  residence  of  its  then  principal 
officers.  And  when  such  association  changes  its  place  where 
located,  or  the  place  where  its  principal  business  is  trans- 
acted, it  shall  be  the  duty  of  its  principal  officer,  under  its  seal, 
if  it  has  one,  countersigned  by  the  officer  acting  as  secretary  of 
such  association,  to  certify  to  the  secretary  of  state  of  Ohio, 
the  place  then  selected  by  such  association,  as  its  location,  or 
where  its  principal  business  is  to  be  transacted,  with  the  names 
of  its  principal  officers,  and  their  places  of  residence,  which 
certificate  the  secretary  of  state  shall  record,  for  public  use  in 
the  records  of  his  office.      (As  amended,  April  lo,  1889.) 

9.  Articles  must  be  certified  and  filed. — 3238.  The 
official  character  of  the  officer  before  whom  the  acknowledg- 
ment of  articles  of  incorporation  is  made  shall  be  certified  by 
the  clerk  of  the  court  of  common  pleas  of  the  county  in  which 
the  acknowledgment  is  taken,  and  the  articles  shall  be  filed  in 
the  office  of  the  secretary  of  state,  who  shall  record  the  same, 
and  a  copy  duly  certified  by  him  shall  be  prima  facie  evidence 
of  the  existence  of  such  corporation;  and  all  certificates  there- 
after filed  in  the  office  of  the  secretary  of  state  relating  to  the 
corporation  shall  be  recorded. 

10.  Changes  in  articles,  how  made. — 3238a.  Any  cor- 
poration incorporated  under  the  General  Incorporation  Laws  of 
the  State,  may,  at  any  meeting  of  its  members  or  stockholders, 
of  which,  and  of  the  business  to  come  before  said  meeting 
thirty  days'  notice  has  been  given  by  a  majority  of  the  directors 
or  trustees  of  said  corporation  in  a  newspaper  published  and  of 
general  circulation  in  the  county  where  the  principal  place  of 
business  of  said  corporation  is  located,  by  a  vote  of  the  owners 
of  at  least  three-fifths  of  its  capital  stock  then  subscribed,  in 
the  case  of  corporations  having  a  capital  stock,  or  by  a  vote  of 
.at  least  three-fifths  of  its  members  of  corporations  having  no 


Ohio.  403 

capital  stock,  amend  its  articles  of  incorporation  so  as  to  change 
its  corporate  name ;  or  the  place  where  it  is  to  be  located,  or 
where  its  principal  business  is  to  be  transacted;  or  so  as  to 
modify,  enlarge,  or  diminish  the  objects  or  purposes  for  which 
it  is  formed ;  or  so  as  to  add  thereto  anything  omitted  from,  or 
which  might  lawfully  have  been  provided  for,  in  such  articles 
originally;  Provided,  hozvevci',  That  nothing  in  this  supplemen- 
tary section  contained  shall  authorize  a  corporation,  by  amend- 
ment, to  increase  or  diminish  the  amount  of  its  capital  stock ; 
nor  shall  any  corporation,  by  amendment,  change  substantially 
the  original  purpose  of  its  organization.  When  adopted,  a 
copy  of  such  amendment,  with  a  certificate  thereto  affixed, 
signed  by  the  president  and  secretary  of  the  corporation,  and 
sealed  with  the  corporate  seal,  if  any  there  be,  stating  the  fact 
and  date  of  the  adoption  of  such  amendment,  and  that  such 
copy  is  a  true  copy  of  the  original,  shall  be  recorded  in  the 
office  of  the  secretary  of  state,  who  shall  note  on  the  margin 
of  the  record  of  the  original  articles  of  incorporation  of  said 
corporation,  and  on  the  margin  of  the  index  thereto,  the  vol- 
ume and  page  where  such  amendment  is  recorded;  and  no 
such  amendment  shall  take  effect  until  filed  for  record  with 
the  secretary  of  state  as  herein  provided,  and  until  the  secre- 
tary of  the  corporation  shall  have  given  notice,  for  three  con- 
secutive weeks,  in  some  newspaper  of  general  circulation  in 
the  county  where  the  principal  office  of  the  corporation  is  situ- 
ated, of  such  amendment ;  Provided,  hozvevcr,  That  any  or  all 
of  the  notices  required  by  this  section  may  be  waived  whenever 
the  holders  of  all  of  the  capital  stock  of  a  corporation  having  a 
capital  stock,  or  all  the  members  of  a  corporation  having  no 
capital  stock,  consent  thereto  in  writing.  But  no  corporation 
shall  change  its  name  to  one  already  appropriated,  or  to  one 
likely  to  mislead  the  public;  nor  shall  any  corporation,  by 
amendment,  provide  for  a  purpose  which  is  unlawful.  For 
recording  such  amendments  and  for  furnishing  a  certified  copy, 
the  secretary  of  state  shall  receive  a  fee  of  twenty  cents  a 
hundred  words,  to  be  in  no  case  less  than  five  dollars.  [Passed, 
May  18,  1886.] 

11.  Filing  incorporates.  Powers. — 3239.  •  Upon  such 
filing  of  the  articles  of  incorporation,  the  persons  who  sus- 
scribed  the  same,  their  associates,  successors,  and  assigns,  by 
the  name  and  style  provided  therein,  shall  thereafter  be  deemed 
a  body  corporate,  with  succession,  and  power  to  sue  and  be 


404  Religious  Corporations. 

sued,  contract  and  be  contracted  with,  acquire  and  convey  at 
pleasure  all  such  real  and  personal  estate  as  may  be  necessary 
and  convenient  to  carry  into  effect  the  objects  of  the  incorpora- 
tion, to  make  and  use  a  common  seal,  the  same  to  alter  at 
pleasure,  and  to  do  all  needful  acts  to  carry  into  effect  the  ob- 
jects for  which  it  was  created. 

12.  Election  of  trustees.  Number  and  term  of 
office. — 3240.  A  majority  of  the  subscribers  of  the  articles  of 
incorporation  of  a  corporation  formed  for  a  purpose  other  than 
profit,  may  elect  not  less  than  five  trustees  of  the  corporation, 
who  shall  hold  their  offices  till  the  next  annual  election,  or  until 
their  successors  are  elected  and  qualified;  but  in  the  case  of 
religious  corporations  and  institutions  incorporated  for  the  pur- 
pose of  promoting  education,  science  or  art,  the  regulations  of 
such  corporations  may  provide  for  the  length  of  time  said  trus- 
tees shall  hold  their  offices,  the  term  thereof  not  to  exceed  in 

number  of  years   the   number  of    such   trustees (As 

amended,  April  6,  1888.) 

13.  Membership,  how  secured. — 3241.  The  subscribers 
of  such  articles  of  incorporation  shall  cause  the  same  to  be 
copied  into  a  book  which  they  shall  provide,  and  which  shall  be 
the  property  of  the  corporation ;  and  a  person  having  the  qual- 
ifications prescribed  by  the  corporation,  may  become  a  member 
by  subscribing  his  name  to  such  copy ;  Provided,  That  when  the 
incorporators  of  a  corporation,  now  or  hereafter  formed,  are, 
or  shall  be  members  of  a  church,  religious,  secret  or  benevo- 
lent society,  and  have  signed  or  shall  sign  articles  for  the  pur- 
pose of  enabling  such  church,  religious,  secret  or  benevolent 
society,  to  become  incorporated,  any  person  who  is  or  shall 
become  a  member  of  such  church,  religious,  secret  or  ben- 
evolent society,  in  good  standing,  shall,  by  virtue  of  such 
membership,  be  a  member  of  such  corporation,  and  entitled  to 
vote  at  all  meetings  of  such  corporation,  for  the  election  of 
officers  or  other  purpose,  anything  in  the  preceding  section  to 
the  contrary  notwithstanding.      (As  amended.  Mar.  16,  1887.) 

14.  Annual  and  special  elections  for  trustees.— 3246. 
Unless  the  regulations  of  the  corporation  otherwise  provide, 
an  annual  election  for  trustees  or  directors  shall  be  held  on  the 
first  Monday  in  January  of  each  year;  if  trustees  or  directors 
are,  for  any  cause,  not  elected  at  the  annual  meeting,  or  other 
meeting  called  for  that  purpose,  they  may  be  chosen  at  a  mem- 


Ohio.  405 

bers'  or  stockholders'  meeting-,  at  which  all  the  members  or 
stockholders  are  present  in  person  or  by  proxies,  or  at  a  meet- 
ing called  by  the  trustees  or  directors,  or  any  two  members  or 
stockholders,  notice  of  which  has  been  given,  in  writing,  to 
each  stockholder,  or  by  publication  in  some  newspaper  printed 
in  the  county  where  the  corporation  is  situate,  or  has  its  prin- 
cipal office,  for  ten  days;  and  trustees  and  directors  shall  con- 
tinue in  office  until  their  successors  are  elected  and  qualified. 

15.  Oath  of  trustees.    Officers.    Majority  a  quorum. 

— 3247.  Each  trustee  and  director  shall,  before  entering  upon 
his  duties,  take  an  oath  faithfully  to  discharge  the  same ;  the 
trustees  or  directors  chosen  at  any  election  shall,  as  soon  there- 
after as  may  be  convenient,  choose  one  of  their  number  to  be 
president,  and,  unless  the  regulations  otherwise  provide  for  the 
election  of  such  officers,  shall  appoint  a  secretary  and  treasurer 
of  the  corporation;  and  a  majority  of  the  trustees  or  directors 
shall  form  a  board. 

16.  Powers  to  be  exercised  by  trustees  who  are 
members.  Vacancies. — 3248.  The  corporate  powers,  busi- 
ness, and  property  of  corporations  formed  under  this  title  must 
be  exercised,  conducted,  and  controlled  ....  where  there  is 
no  capital  stock,  by  the  board  of  trustees;  a  majority  of  the 
directors  must  be  citizens  of  the  State,  ....  and  trustees  of 
corporations  must  be  members  thereof ;  and  whenever  the  office 
of  director  or  trustee  becomes  vacant,  the  board  of  directors  or 
trustees  may  fill  the  same  for  the  unexpired  term  by  appoint- 
ment, unless  the  by-laws  otherwise  provide  -...., 

17.  Regulations  of  corporation. — 3249.  Every  corpo- 
ration may  adopt  a  code  of  regulations  for  its  government,  not 
inconsistent  with  the  constitution  and  laws  of  the  State. 

18.  By-laws  of  trustees. — 3250.  The  trustees  or  direc- 
tors of  a  corporation  may  adopt  a  code  of  by-laws  for  their 
government,  not  inconsistent  with  the  regulations  of  the  corpo- 
ration, or  the  constitution  and  laws  of  the  State,  and  may 
change  the  same  at  pleasure. 

19.  Regulations,  how  adopted  or  changed. — 3251. 
Regulations  may  be  adopted  or  changed  by  the  assent  thereto, 
in  writing,  of  two-thirds  of  the  stockholders,  or,  if  there  is  no 
capital  stock,  of  the  members,  or  by  a  majority  of  the  stock- 
holders or  members,  at  a  meeting  held  for  that  purpose,  notice 


4o6  Religious  Corporations. 

of  which  has  been  given  by  the  acting  president  personally  to 
each  member  or  stockholder,  or  by  publication  in  some  news- 
paper of  general  circulation  in  the  county  in  which  the  corpo- 
ration is  located,  or  in  the  counties  through  which  its  improve- 
ment does  or  will  pass. 

20.  Regulations,  contents  of. — 3252.  A  corporation, 
by  its  regulations,  when  no  other  provision  is  specially  made  in 
this  title,  may  provide  for — 

1.  The  time,  place,  and  manner  of  calling  and  conducting 
its  meetings. 

2.  The  number  of  stockholders  or  members  constituting  a 
quorum. 

3.  The  time  of  the  annual  election  for  trustees  or  direc- 
tors, and  the  mode  and  manner  of  giving  notice  thereof. 

4.  The  duties  and  compensation  of  officers 

5.  The  manner  of  election,  or  appointment,  and  the  tenure 
of  office,  of  all  officers  other  than  the  trustees  or  directors. 

6.  The  qualification  of  members,  when  the  cori3oration  is 
not  for  profit. 

21.  Trustees  personally  liable  for  all  debts. — 3261. 
The  trustees  of  a  corporation  created  for  a  purpose  other  than 
profit,  shall  be  personally  liable  for  all  debts  of  the  corporation 
by  them  contracted. 

22.  Property  to  be  used  only  for  purpose  of  incor- 
poration.— 3266.  No  corporation  shall  employ  its  stocks, 
meanS;  assets,  or  other  property,  directly  or  indirectly,  for  any 
other  purpose  whatever  than  to  accomplish  the  legitimate  ob- 
jects of  its  creation. 

Chap.  XV.     Religious  and  Other  Societies. 

23.  Language  of  service,  change  in. — 3772.  Any  re- 
ligious society  incorporated  under  a  general  or  special  law  of 
this  State,  and  which  act  of  incorporation  prescribes  that  the 
public  religious  services  of  such  society  shall  be  conducted  in 
any  other  than  the  English  language,  may,  (at)  any  time,  by  a 
vote  of  a  majority  of  its  adult  members,  in  good  and  regular 
standing,  who  speak  such  prescribed  language,  decide  whether 
its  public  religious  services  may,  at  any  time,  be  conducted  in 
any  other  than  such  prescribed  language. 

24.  Sale  of  cemetery  grounds  in  cities,  etc.— 3773. 
When  a  religious  corporation  or  society  holds  any  lands  within 


Ohio.  407 

the  limits  of  any  city  or  village  which  has  been  used  as  a  cem- 
etery, and  interments  in  which  have  been  prohibited  by  the 
ordinances  of  such  municipal  corporation,  the  trustees,  war- 
dens, vestry,  or  other  officers  intrusted  with  the  management 
of  the  property  of  such  corporation  or  society,  may  file  a  peti- 
tion in  the  court  of  common  pleas  of  the  county  where  such 
property  is  situate,*  for  an  order  to  sell  the  same;  and  if  it  be 
made  to  appear  to  such  judge  that  such  cemetery  is  as  above 
described,  he  may  order  the  same  to  be  sold,  and  direct  the 
application  of  the  moneys  arising  therefrom  to  such  uses  of 
such  corporation,  or  society,  for  pious  or  educational  purposes, 
as  the  trustees,  wardens,  vestry  or  other  officers  conceive  to  be 
most  for  the  interest  of  the  corporation  or  society  to  which  the 
cemetery  so  sold  belonged;  but  such  sale  shall  not  be  made 
until  the  rights  of  persons  owning  burial  privileges  in  the  prop- 
erty are  relinquished  and  the  bodies  interred  therein  are  re- 
moved to  other  cemeteries. 

25.  Trustees,  order  to  sell  property. — 3774-  When 
the  title  of  any  real  estate  is  vested  in  trustees  for  the  use  of 
churches,  or  congregations  of  churches,  and,  owing  to  the  pecu- 
liar situation  of  such  real  estate,  or  the  nature  of  the  trust  or 
conditions  upon  which  it  is  held,  it  has  not  been  for  twenty 
years  claimed  by  or  appropriated  to  the  use  of  churches  or  con- 
gregations, as  originally  contemplated,  and  such  trustees  are  in 
doubt  as  to  what  disposition  to  make  of  such  unappropriated 
church  property,  and  when  any  public  church-site  and  meeting 
house  has  been  abandoned  by  the  public  as  a  place  of  worship, 
and  the  trustees  invested  with  the  title  of  such  property  have 
sold  the  same,  and  are  in  doubt  as  to  what  disposition  to  make 
of  the  proceeds  thereof,  such  trustees  may  file  a  petition  in  the 
court  of  common  pleas  of  the  county  where  the  property  is 
situate,  setting  forth  all  the  facts  in  the  case,  and  asking  the 
direction  of  the  court  as  to  the  proper  disposition  of  such  un- 
appropriated property  or  proceeds. 

26.  Notice  of  sale. — 3775.  Notice  of  the  filing  of  such 
petition  shall  be  given  by  publication  in  some  newspaper  printed 
and  of  general  circulation  in  the  county  where  it  is  filed,  for 
four  consecutive  weeks,  setting  forth  the  object  and  prayer 
thereof,  and  that  any  person,  church,  or  congregation,  claiming 
an  interest  in  the  subject  matter  of  such  petition,  may  appear 

*  See  Revised  Statutes,  Vol.  i,  p.  947,  for  amendment  which  specifies  the  method  of 
procedure. 


4oS  Religious  Corporations. 

and  file  an  answer  therein ;  and  the  court,  on  final  hearing  of 
the  case,  shall  make  such  order  or  decree  therein  as  will  best 
secure  the  rights  of  the  churches  or  congregations,  or  person 
having  an  interest  therein,  and  as  will  best  promote  the  inter- 
ests of  religion,  having  regard,  as  near  as  may  be,  to  the  nature 
and  terms  of  the  original  trust  or  purpose  with  which  such 
property  or  proceeds  is  charged,  and  shall  tax  the  costs  of  the 
proceeding  as  justice  and  equity  require. 

27.  Conveyance  of  church  sites  to  congregations. 
Judgments  enforceable. — 3776.  When  any  real  estate  has 
been  purchased  by  or  conveyed  to  trustees  for  the  use  of 
churches  and  congregations,  as  sites  for  meeting-houses  to  be 
erected  thereon,  and  such  churches  or  congregations  have 
erected  houses  of  worship  thereon,  but  no  power  is  possessed 
by  such  trustees  to  convey  such  real  estate  to  such  congrega- 
tions or  to  the  trustees  thereof,  such  trustees  may  convey  such 
improved  sites  to  the  trustees  of  such  congregations;  Provided, 
however,  That  where  an  incorporated  religious  congregation, 
society,  association,  sect,  or  denomination  use  or  occupy  as  and 
for  a  place  of  worship,  real  estate  which  is  held  in  trust  for  such 
religious  congregation,  society,  association,  sect  or  denomina- 
tion, or  the  members  thereof,  as  and  for  a  place  of  worship,  and 
a  judgment  has  been,  or  may  be,  recovered  against  such  incor- 
poration, the  said  real  estate,  together  with  such  edifice  and 
improvements  thereon,  shall,  by  a  civil  action  for  that  purpose, 
be  subjected  to  the  payment  of  such  judgment  and  costs. 

28.  Consohdation  of  churches  and  denominations, 
how  effected. — 3777.  When  two  or  more  religious  societies, 
churches,  or  associations,  recognizing  the  same  ecclesiastical 
jurisdiction,  form  of  faith,  government,  order,  and  discipline, 
and  incorporated  by  or  under  any  law  of  this  State,  desire  to 
be  consolidated  or  united  as  a  single  corporation,  the  elders, 
trustees,  deacons,  directors,  or  other  known  and  legal  represen- 
tatives of  such  societies,  churches,  or  associations,  may  enter 
into  an  agreement  for  such  union  or  consolidation,  and  prescribe 
the  terms  and  conditions  thereof,  the  corporate  name  of  such 
united  society,  church  or  association,  the  time  and  place  for  the 
first  meeting  of  the  new  corporation,  the  number  of  members 
of  each  separate  branch  or  organization  who  shall  be  chosen  as 
directors,  trustees,  elders,  or  other  officers  for  the  new  corpo- 
ration, to  succeed  to  the  rights,  trusts,  duties  and  obligations  of 
those  officers  who,  in  the  separate  organizations,  held  in  trust 


Ohio.  4^9 

the  estate,  real  and  personal,  of  such  separate  churches,  socie- 
ties, or  associations,  with  such  other  estates  as  they  may  deem 
necessary  to  complete  the  new  corporation ;  but  an  agreement 
so  made  shall  not  be  valid  until  it  has  been  submitted  to  a  sep- 
arate meeting  of  the  members  of  each  organization,  of  which 
due  and  full  notice  has  been  given,  according  to  the  form  and 
usage  of  calling  church,  congregation  or  society  meetings,  and 
ratified  by  a  two-thirds  vote  of  all  present  at  such  meeting,  in 
person  or  by  proxy,  and  entitled  to  vote  according  to  the  laws, 
regulations,  or  usages  of  such  church,  society  or  corporation. 

29.  Record  of  proceedings  in  consolidation.— 3778. 

When  the  agreement  has  been  ratified  by  each  church,  society, 
or  association,  which  is  a  party  to  the  proposed  united  organi- 
zation, the  clerk  or  secretary  of  each  meeting  shall  certify  the 
record  of  the  proceedings  thereof,  and  deliver  the  same  to  the 
clerk  or  secretary  of  the  united  churches,  societies,  or  organi- 
zations, as  hereinbefore  provided,  and  as  specified  in  the  terms 
of  agreement. 

30.  Articles  for  united   corporations.— 3779-     I^.   at 

the  first  meeting  of  the  united  corporations,  the  proceedings 
and  acts  of  the  several  churches,  societies,  and  parties  thereto 
are  submitted  to  and  approved  by  the  meeting,  and  a  board  of 
trustees,  directors  or  other  officers  are  chosen  in  accordance 
with  the  terms  of  agreement,  the  clerk  or  secretary  of  the  meet- 
ing shall  certify  such  approved  agreement  or  terms  of  union, 
and  file  the  same  in  the  office  of  the  secretary  of  state,  where- 
upon the  several  churches,  societies,  or  associations,  parties 
thereto,  shall  be  deemed  and  taken  to  be  one  corporation,  pos- 
sessing within  this  State  all  the  rights,  privileges,  and  fran- 
chises, and  subject  to  all  the  restrictions,  disabilities,  and  duties, 
of  such  new  corporation. 

31.  Property  passes  to  new  corporation. — 3780.  The 
new  corporation,  with  its  officers  and  chosen  representatives, 
shall  succeed  to,  and  be  invested  with,  all  and  singular,  the 
right,  title,  and  interest  in  and  to  every  species  of  property, 
real,  personal,  or  mixed,  and  all  and  singular  the  rights,  privi- 
leges, and  franchises  of  each  of  the  churches,  societies,  or 
associations  parties  to  the  agreement,  without  any  other  act, 
conveyance  or  transfer;  and  such  new  corporation  shall  hold 
and  enjoy  the  same,  with  all  the  rights  pertaining  to  such  prop- 
erty, franchises,  and  trusts,  and  shall   be  subject  to   all   the 

30 


4IO  Religious  Corporations. 

debts,  liabilities,  and  obligations,  in  the  same  manner  and  to 
the  same  extent  as  any  or  either  of  the  churches  or  societies 
parties  to  the  new  corporation. 

32.  Transfer  of  property  after  union. — 3781.  When 
any  two  or  more  religious  societies,  denominations,  or  ecclesias- 
tical corporations  in  this  State  hereafter  unanimously  form  a 
union,  or  which  have  heretofore  unanimously  formed  a  union, 
and  become  united  or  consolidated  under  and  by  virtue  of  any 
rules  and  regulations  of  such  societies,  denominations,  or  cor- 
porations, or  laws  of  this  State,  the  trustees,  deacons,  direc- 
tors, or  other  proper  officers  of  such  new  society,  denomination, 
or  corporation  may,  at  the  request  of  a  majority  of  the  mem- 
bers of  either  of  such  societies,  denominations,  or  corporations, 
petition  the  court  of  common  pleas  of  the  proper  county,  set- 
ting forth  the  fact  of  such  union,  and  the  court  may,  in  its  dis- 
cretion, make  an  order  requiring  such  officers,  at  the  time  of 
such  union,  to  convey  to  such  new  organization  the  real  estate 
owned  and  held  by  the  parties  to  the  union,  as  the  court  may 
direct;  and  if  any  of  such  officers  refuse  or  neglect  to  obey 
such  order,  the  decree  of  the  court  shall  serve  as  such  convey- 
ance; but  such  order  shall  in  no  case  be  inconsistent  with  the 
original  terms  upon  which  such  real  estate  became  vested  in  or 
intrusted  to  the  parties  to  the  union;  and  in  all  cases  the 
grantors  of  such  real  estate  to  such  parties,  or  their  heirs,  shall 
be  made  parties  to  the  petition,  and  such  grantors  or  their  heirs 
who  make  no  defense  shall  not  be  subject  to  costs. 

33.  Notice  of  application  for  transfer. — 3782.  Notice 
of  the  pendency  of  such  petition  shall  be  given  by  publication 
in  a  newspaper  published  in  the  county  where  the  petition  is 
filed,  for  four  consecutive  weeks,  setting  forth  the  object  and 
prayer  of  the  petition,  and  if  no  newspaper  is  printed  in  such 
county,  publication  shall  be  made  in  the  newspaper  published 
nearest  to  such  county. 

34.  Trustees  for  denominational  property. — 3784. 
When  a  presbytery,  synod,  conference,  diocesan  convention,  or 
other  representative  body  of  any  religious  denomination  in  this 
State,  or  when  an  assembly,  synod,  conference,  convention  or 
any  other  general  ecclesiastical  body  of  any  religious  denomina- 
tion held  in  the  United  States,  desires  to  create  a  board  of  trus- 
tees for  any  endowment  fund,  or  other  property  of  the  denom- 
ination represented  by  such  body,  and,  at  any  regular  meeting 


Ohio.  411 

of  snch  presbytery,  53^001,  conference,  diocesan  convention,  or 
other  representative  body  of  snch  denomination  in  this  State, 
or  of  such  assembly,  synod,  conference,  convention,  or  other 
general  ecclesiastical  body  in  the  United  States,  elects  not  less 
than  five  members  of  such  denomination,  one  of  whom  shall 
be  a  resident  freeholder  in  this  State,  to  serve  as  trustees,  and 
makes,  and  files  in  the  office  of  the  secretary  of  state,  a  state- 
ment, giving-  the  names  of  such  trustees,  the  character  of  the 
endowment  fund  or  other  property  to  be  intrusted  to  their  care, 
and  the  uses  to  which  it  is  to  be  applied,  signed  by  the  proper 
presiding  officer  a.nd  the  secretary  or  clerk  of  such  body, 
acknowledged  before  a  clerk  of  a  court  of  record,  notary  public, 
or  a  judicial  officer  having  a  seal,  and  the  signing  of  the  same 
is  diily  attested  by  such  officer,  and  the  statement  thus  authen- 
ticated is  recorded  in  the  office  of  the  secretary  of  state,  the 
persons  named  in  such  statement  as  trustees  shall,  thereupon, 
with  their  successors  in  office,  become  a  body  corporate  and 
politic,  for  the  purposes  in  such  statement  specified;  and  a  copy 
of  such  record,  duly  certified  by  the  secretary  of  state,  shall 
be  evidence  of  the  existence  of  such  corporation.  [As  amended, 
Mar.  21,  1894.] 

35.  Trustees  subject  to  denominational  regulations. 

— 3785.  Such  trustees,  if  chosen  to  take  charge  of  any  endow- 
ment fund,  may  invest,  manage,  and  dispose  of  the  same  in 
accordance  with  the  purpose  for  which  it  was  created,  subject 
to  such  regulations  as  the  body  by  which  they  were  elected 
may  from  time  to  time  prescribe. 

36.  Powers  of  trustees  over  denominational  prop- 
erty. Judgments  enforceable. — 3786.  If  the  trustees  are 
chosen  to  take  charge  of  and  manage  any  other  property  that 
may  be  owned  or  in  any  manner  acquired  by  such  religious  de- 
nomination, they  shall  have  full  power  to  hold,  invest,  control, 
and  manage  the  same  for  the  benefit  of  the  denomination 
within  the  presbytery,  synod,  conference,  diocese,  or  other 
ecclesiastical  territorial  limits  represented  by  the  trustees,  sub- 
ject to  the  direction  of  the  proper  representative  body  of  such 
denomination  within  such  territorial  limits  as  aforesaid;  and  if 
a  parish  or  congregation  connected  with  the  denomination  rep- 
resented by  the  trustees  become  extinct,  by  reason  of  the  death 
or  dispersion  of  its  members,  the  trustees  may  take  possession 
of  the  church  property  of  such  parish,  congregation,  or  society, 
whether  real  or  personal,  and  rent,  lease,  sell,  invest,  or  other- 


412  Religious  Corporations. 

wise  dispose  of  the  same,  for  the  benefit  of  the  denomination 
represented  by  them,  within  the  territorial  limits  represented 
by  the  body  by  which  they  were  appointed,  and  subject  to  such 
regulations  as  such  body  may  prescribe ;  but  all  property  held 
by  such  trustees,  and  the  proceeds  thereof,  shall  be  applied  to 
the  use  and  benefit  of  the  proper  denomination  within  this 
State;  Provided,  hoivever,  That  the  real  estate  held  by  or  in 
trust  for  any  religious  society  or  congregation  as  a  place  of 
worship,  or  otherwise,  shall  be  liable  for,  and  may  by  civil  action 
be  subjected  to  the  payment  of  any  judgment  which  has  been 
or  shall  be  recorded  (recovered)  against  the  trustees  or  any  com- 
mittee of  such  society  or  congregation,  in  their  individual  capa- 
city, or  otherwise,  for  labor  performed,  materials  furnished,  or 
damages  sustained,  under  any  contract  with  them  for  the  ei-ec- 
tion  of  any  church  edifice  or  other  building  or  improvement 
made  thereon. 

37.  Sale  of  property  of  extinct  church.— 3787.  When 
any  parish,  congregation,  or  society  becomes  extinct,  as  men- 
tioned in  the  last  section,  the  court  of  common  pleas  of  the 
county  in  which  any  real  property  of  such  extinct  parish,  con- 
gregation, or  society  is  situate,  may,  upon  the  petition  of  the 
trustees  of  the  denomination  to  which  such  extinct  parish,  con- 
gregation, or  society  belonged,  make  an  order  for  the  sale  of 
such  property,  whether  the  same  has  been  built  upon,  or  other- 
wise improved,  or  not,  the  proceeds  of  such  sale  to  go  to,  and 
be  for  the  benefit  of,  the  denomination  represented  by  such 
trustees,  within  the  territorial  limits  represented  by  the  body 
by  which  they  were  appointed,  and  the  purchaser  thereof  shall 
be  vested  with  as  full  and  complete  a  title  to  the  property  as 
the  character  of  the  original  grant  to  such  parish,  congregation, 
or  society  will  allow;  but  this  section  shall  not  be  so  construed  as 
to  limit,  or  in  any  degree  restrict,  the  powers  conferred  by  the 
two  preceding  sections  upon  such  trustees. 

38.  Use  of  money  from  sale  of  property  of  extinct 
churches. — 3787a.  All  money  derived  from  the  sale  of  any 
property  under  the  provisions  of  original  section  and  section 
3787  shall  be  placed  in  the  custody  of  the  trustees  of  the  pres- 
bytery, synod,  conference,  diocese,  or  other  ecclesiastical  body 
having  jurisdiction  in  the  territorial  limits  in  which  said  prop- 
erty may  have  been  located,  and  they  shall  hold  the  same  in 
trust  for  a  period  of  ten  years,  or  for  such  period  as  may  be 
prescribed  by  the  law  of  the  denomination.     If    within  that 


Ohio.  4^3 

time  another  parish,  congregation  or  society  of  the  same  denom- 
ination shall  be  organized  in  the  same  locality,  then  the  court 
authorizing  the  sale  of  said  property,  may,  upon  proper  appli- 
cation and  evidence,  authorize  the  return  of  said  money  to  the 
trustees  of  the  new  organization.  Otherwise  such  money  shall 
become  a  part  of  the  funds  of  the  presbytery,  synod,  confer- 
ence, diocese,  or  other  ecclesiastical  body  having  jurisdiction. 
(As  enacted,  March  22,  1889.) 

39.  Funds  from  such  sales  to  be  under  control  of 
denomination. — 3787b.  Be  it  further  enacted,  that  all  sums 
of  money  arising  from  the  sale  of  property  formerly  belonging 
to  any  extinct  parish,  congregation  or  society,  and  which  are 
now  held  by  special  trustees  appointed  by  the  courts  author- 
izing sale  of  such  property,  shall  be,  from  and  after  the  passage 
of  this  act,  under  the  control  of  the  trustees  of  the  presbytery, 
synod,  conference,  or  other  ecclesiastical  body  to  which  said 
extinct  parish,  congregation  or  society  may  have  belonged,  and 
shall  be  held  by  them  subject  to  the  conditions  and  provisions 
of  this  act ;  and  said  trustees  are  hereby  authorized  to  take  such 
steps,  legal  or  otherwise,  necessary  to  obtain  possession  of  such 
money.     (As  enacted,  March  22,  1889.) 

40.  Parties  to  sale  of  property  of  extinct  churches. 

— 3788.  "When  a  petition  is  filed,  as  provided  for  in  the  pre- 
ceding section,  all  persons  who  may  have  a  vested,  contingent, 
or  reversionary  interest  in  such  real  estate,  shall  be  made  par- 
ties thereto,  and  be  notified  of  the  filing  and  pendency  thereof, 
in  the  manner  provided  by  law  in  cases  of  the  partition  of  real 
estate;  but  the  court  may  make  such  order  as  to  costs  as 
may  be  deemed  just  and  proper. 

41.  Publishing  houses,  how  incorporated. — 3789. 
When  a  conference,  presbytery,  assembly,  association  or  other 
general  ecclesiastical  body  held  in  the  United  States,  elects,  in 
conformity  with  the  rules  and  regulations  prescribed  by  such 
body,  any  number  of  persons,  not  less  than  three,  as  trustees 
or  directors  of  a  printing  and  publishing  house,  to  hold  their 
office  until  their  successors  are  elected  by  such  body,  and  a  cer- 
tificate of  the  election  of  such  persons,  and  setting  forth  the 
name  by  which  the  corporation  is  to  be  known,  signed  by  the 
clerk,  secretary,  or  other  like  officer  of  such  body,  together 
with  the  written  acceptance  of  such  offices  by  the  persons  so 
elected  thereto,  is  filed  in  the  office  of  the  secretary  of  state, 


414  Religious  Corporations. 

such  trustees  shall  be  deemed  and  held  to  be  duly  incorporated, 
by  the  name  set  forth  in  such  certificate. 

42.  Publishing  corporations,  how  revived. — 379°- 
Any  corporation  which  has  heretofore  been  established  by 
special  act  of  the  legislature  for  the  purpose  named  in  the  pre- 
ceding section,  and  whose  charter  has  expired,  or  hereafter 
expires,  may  be  renewed  by  a  compliance  with  the  provisions 
of  the  preceding  section  on  the  part  of  the  religious  sect,  asso- 
ciation or  denomination  to  which  such  corporation  belonged,  01 
under  the  direction  of  which  it  was  carried  on ;  and  the  title  to 
all  property  belonging  to  such  former  corporation  at  the  date 
of  the  expiration  of  its  charter,  whether  the  same  is  real,  per- 
sonal, or  mixed,  shall  pass  to  and  be  vested  in  the  corporation 
so  established. 

43.  Real  estate,  how  sold. — 3794.  When  any  religious 
society  desires  to  sell,  exchange,  or  incumber  by  mortgage  or 
otherwise,  any  real  estate  owned  by  it,  or  held  in  trust  for  any 
specific  religious  purpose,  except  grounds  used  or  occupied  as 
burial  places  for  the  dead,  the  trustees,  wardens,  and  vestr)^  or 
other  officers  intrusted  with  the  management  of  the  affairs  of 
such  society  may  file  in  the  court  of  common  pleas  of  the 
county  in  which  such  real  estate  is  situated  a  petition  stating 
that  such  society  desires  to  make  such  sale,  exchange  or  incum- 
brance, and  setting  forth  the  object  of  the  same,  and  if,  upon 
the  hearing  of  such  case,  it  appears  that  such  sale,  exchange  or 
incumbrance  is  desired  by  the  members  of  the  society,  and 
that  it  is  right  and  proper  that  authority  be  given  to  accom- 
plish the  same,  the  court  may  authorize  the  trustees  or  other 
officers,  or  the  society,  if  it  be  incorporated  under  any  law  of 
this  State,  to  sell,  exchange  or  incumber  such  real  estate  in 
accordance  with  the  prayer  of  said  petition,  and  upon  such 
terms  as  the  court  shall  deem  reasonable. 

44.  Trustees  of  church  may  transfer  property  to 
denomination, — 3794a.  The  trustees  of  any  church  organi- 
zation are  hereby  authorized  and  empowered  to  transfer  any 
church  property  to  trustees  of  the  same  denomination;  Pro- 
vided^ however^  said  transfer  can  only  be  made  when  the  prop- 
erty so  transferred  is  still  to  be  used  for  church  purposes.  [As 
enacted,  Apr.  27,  1893.] 

45.  Notice  of  petition  for  sale. — 3795.  The  petitioners 
shall  cause  notice  of  the  pendency  and  prayer  of  the  petition  to 


Ohio.  415 

be  published  in  some  newspaper  of  general  circulation  in  the 
county  where  the  real  estate  proposed  to  be  sold,  exchanged  or 
incumbered  is  situate,  for  four  consecutive  weeks  before  the 
said  application  shall  be  heard. 

46.  Sale  to  be  confirmed  by  court. — 3796.  The  trus- 
tees or  other  officers  of  such  religious  society  authorized  to 
make  such  sale,  exchange,  or  incumbrance,  shall  make  return 
thereof  to  the  court  ordering  the  same,  at  such  time  as  the 
court  shall  order,  and  thereupon,  if  the  court  is  satisfied  that 
the  same  has  been  made  in  all  respects  according  to  its  order, 
it  shall  approve  the  same,  and  shall  order  that  the  proceeds  be 
invested  in  other  real  estate  for  the  use  of  such  society,  used 
in  the  payment  of  its  debts,  or  otherwise  invested  or  disposed 
of  according  to  the  prayer  of  said  petition. 

Abandoned  Church  Property. 
[Act  of  March  6,  1890.] 

47.  Sale  by  township  trustees,  how  effected.  Use 
of  proceeds. — i.  Whenever  in  any  county  of  this  State,  hav- 
ing a  population  at  the  last  federal  census  of  44,880,  or  that 
may  hereafter  have  such  population,  any  building  or  buildings, 
having  been  used  for  public  purposes,  such  as  a  meeting-house 
for  religious  exercises  and  divine  worship,  or  for  any  other  pub- 
lic use,  have  been  abandoned  for  a  period  of  ten  years  or  more 
by  the  society,  association,  denomination,  or  sect,  and  such 
building  or  buildings  are  going  to  decay  and  becoming  worth- 
less, the  trustees  of  the  township  where  such  building  or  build- 
ings are  situate,  shall  take  possession  of,  and  control  such  build- 
ing or  buildings,  and  shall  proceed  to  advertise  and  sell  the 
same,  giving  notice  of  the  time  and  place  of  such  sale,  by  post- 
ing up  notices  in  three  of  the  most  public  places  in  the  town- 
ship where  such  property  is  situate,  for  not  less  than  ten  days 
before  sale.  Each  sale  shall  be  at  public  vendue  and  to  the 
highest  bidder,  and  shall  be  at,  or  near  the  property  sold. 

The  trustees  shall  make,  or  cause  to  be  made,  proper  con- 
veyances of  such  property,  and  the  proceeds  thereof  shall  be 
paid  into  the  township  treasury  for  township  purposes. 

Transfer  of  Church  Property. 

[Act  of  Mar.  12,  1890,  as  amended,  Apr.  8,  1891.] 

48.  Society  may  transfer  property  to   church. — i. 

Any  ecclesiastical  society  incorporated  under  the  laws  of  this 


4i6  Religious  Corporations. 

State  connected  with  a  church  of  Christ  in  this  State,  may  by 
a  three-fourths  vote  of  its  adult  members  present  and  voting 
at  a  meeting  warned  and  held  for  that  purpose,  assign,  transfer 
and  convey  to  the  church  with  which  it  is  connected,  and  which 
is  incorporated  under  the  laws  of  this  State,  all  the  property 
and  estate,  real  and  personal,  and  trust  funds  of  said  society  to 
be  held  by  said  corporation  under  the  trusts  and  for  the  same 
uses  upon  which  the  same  had  heretofore  been  held  by  such 
society,  and  the  society  committee  or  trustees  are  fully  author- 
ized to  make,  pursuant  to  such  vote,  any  and  all  conveyances 
necessary  to  complete  such  assignment  and  transfer;  but  before 
the  same  shall  be  effectual  a  certificate  of  the  fact  of  such 
assignment  and  transfer  shall  be  filed  in  the  office  of  the  secre- 
tary of  state,  and  in  the  office  of  the  clerk  of  the  county  in 
which  the  property  is  located. 

Perpetuity  of  Title  to  Lands  and  Tenements. 

[Act  of  Jan.  3,  1825,  as  amended,  Mar.  20,  1894.] 

49.  Lands  and  tenements  to  descend  in  trust. — i. 
All  lands  and  tenements  not  exceeding  twenty  acres  that 
have  been  or  may  be  hereafter  conveyed  by  devise,  purchase  or 
otherwise  to  any  person  or  persons  as  trustee  or  trustees  in 
trust  for  the  use  of  any  religious  society  within  this  State, 
either  for  a  meeting  house,  burying  ground  or  residence  for 
their  preacher,  shall  descend,  with  the  improvement  and  appur- 
tenances, in  perpetual  succession,  in  trust  to  such  trustee  or 
trustees  as  shall  from  time  to  time  be  elected  or  appointed  by 
any  such  religious  society,  according  to  the  rules,  customs, 
usages  and  regulations  of  such  society  respectively 


OKLAHOMA/ 


STATUTES,  1893. 
Chap.  XVII.     Corporations. 

Art.  I.     The  Creation  of  Corporations. 

1.  Corporations  creatures  of  law. — 919.  A  corpora- 
tion is  a  creature  of  the  law,  having  certain  powers  and  duties 
of  a  natural  person.  Being  created  by  the  law,  it  may  con- 
tinue for  any  length  of  time  which  the  law  prescribes. 

2.  Corporation  to  be  created  by  statute. — 920.  A 
corporation  can  only  be  created  by  authority  of  a  statute.  But 
the  statute  may  be  special  for  a  particular  corporation,  or  gen- 
eral for  a  number  of  corporations. 

3.  Grants  subject  to  alteration. — 921.  Every  grant 
of  corporate  power  is  subject  to  alteration,  suspension  or 
repeal,  in  the  discretion  of  the  legislature. 

4.  Incorporation  cannot  be  inquired  into  collater- 
ally.— 922.  The  due  incorporation  of  any  company,  claiming 
in  good  faith  to  be  a  corporation  under  this  chapter,  and  doing 
business  as  such,  or  its  right  to  exercise  corporate  powers, 
shall  not  be  inquired  into  collaterally,  in  any  private  suit  to 
which  such  dc  facto  corporation  may  be  a  party;  but  such  in- 
quiry may  be  had,  and  action  brought,  at  the  suit  of  the  Terri- 
tory, in  the  manner  prescribed  in  civil  procedure. 

5.  Corporate  name. — 923.  Every  corporation  must  have 
a  corporate  name,  which  it  has  no  power  to  change  unless  ex- 
pressly authorized  by  law ;  but  the  misnomer  of  a  corporation 
in  any  written  instrument  does  not  invalidate  the  instrument  if 
it  can  be  reasonably  ascertained  from  it  what  corporation  is 
intended. 

•For  United  States  laws  applicable  to  all  the  Territories,  see  under  Arizona,  p.  5. 

(417) 


4i8  Religious  Corporations. 

6.  Private  corporations,  objects. — 926.  Private  corpo- 
rations are  formed  for  the  purpose  of  religion,  benevolence, 
education,  art,  literature,  or  profit;  and  all  corporations  not 
public  are  private. 

7.  Articles  of  incorporation;  officers. — 927.  The  in- 
strument by  which  a  private  corporation  is  formed  is  called 
"articles  of  incorporation,"  or  "certificate  of  incorporation." 
And  one-third  of  the  officers  of  such  corporations  shall  be  resi- 
dents of  this  Territory. 

8.  Acceptance  must  be  absolute. — 928.  In  order  to 
constitute  a  private  corporation  there  must  not  only  be  a  statu- 
tory grant  of  corporate  authority,  but  an  acceptance  of  that 
grant  by  a  majority  of  the  corporators,  or  their  agents.  The 
acceptance  cannot  be  conditional  or  qualified. 

9.  Acceptance,  how  proved. — 929.  Except  when 
otherwise  expressly  provided,  the  acceptance  of  a  grant  or  cor- 
porate authority  may  be  proved  like  any  other  fact. 

10.  Private  corporations,  how  formed;  purposes. — 

930.  Private  corporations  can  be  formed  by  the  voluntary 
association  of  three  or  more  persons,  upon  complying  with  the 
provisions  of  this  chapter,  for  the  following  purposes,  namely: 
Mining,  manufacturing  ....  for  colleges,  seminaries,  churches, 
libraries,  benevolent,  charitable,  and  scientific  associations, 
.  .  .  .  :  Provided^  however,  That  no  insurance  company  shall 
be  incorporated  under  the  provisions  of  this  act  except  by  the 
voluntary  association  of  seven  or  more  persons.  Provided, 
further,  That  any  company  or  corporation  heretofore  organized 
for  the  purpose  herein  named  holding  a  charter  issued  by  the 
authority  of  the  secretary  of  the  Territory,  is  hereby  confirmed 
and  ratified,  and  shall  be  entitled  to  have  possession  of  all  the 
privileges,  franchises  and  powers  conferred  by  this  chapter  upon 
corporations,  the  same  as  any  to  be  created  under  this  act  in  the 
future.  Provided,  hoivever,  That  this  act  shall  not  be  con- 
strued to  legalize  any  franchises  granted  by  any  of  the  city 
councils  of  any  of  the  provisional  municipal  governments  of 
this  Territory.      (As  amended,  March  10,  1893.) 

11.  Religious  corporations,  limitation  on  real  estate. 

— 931.  No  corporation  or  association  for  religious  or  charitable 
purposes  shall  acquire  or  hold   real   estate   in  this  Territory, 


Oklahoma.  419 

during  the  existence  of  the  Territorial  government,  of  a  greater 
value  than  fifty  thousand  dollars;  and  all  real  estate  acquired 
or  held  by  such  corporations  or  associations  contrary  hereto, 
shall  be  forfeited  and  escheat  to  the  United  States;  but  existing 
vested  rights  in  real  estate  shall  not  be  impaired  by  the  provi- 
sions of  this  section. 

12.  Contents  of  articles. — 932.  Articles  of  incorpora- 
tion must  be  prepared  setting  forth : 

1.  The  name  of  the  corporation. 

2.  The  purpose  for  which  it  is  formed. 

3.  The  place  where  its  principal  business  is  to  be  trans- 
acted. 

4.  The  term  for  which  it  is  to  exist. 

5.  The  number  of  its  directors  or  trustees,  and  the  names 
and  residences  of  such  of  them  who  are  to  serve  until  the  elec- 
tion of  such  officers,  and  their  qualifications. 

6.  If  there  be  a  capital  stock,  its  amount  and  the  number 
of  shares  into  which  it  is  divided. 

13.  One-third  of  corporators  to  be  residents. — 934- 
The  articles  of  incorporation  must  be  subscribed  by  three  or 
more  persons,  one-third  of  whom  must  be  residents  of  this  Ter- 
ritory, and  acknowledged  by  each  before  some  officer  author- 
ized to  take  and  certify  acknowledgments  of  conveyances  of 
real  property. 

14.  Certificate  issues  on  filing  articles. — 935.  Upon 
the  filing  of  the  articles  of  incorporation  with  the  secretary  of 
the  Territory,  he  shall  issue  to  the  corporation,  over  the  great 
seal  of  the  Territory,  a  certificate  that  the  articles  containing 
the  required  statement  of  facts  have  been  filed  in  his  office ; 
and  thereupon  the  persons  signing  the  articles,  and  their  asso- 
ciates and  successors,  shall  be  a  body  politic  and  corporate  by 
the  name  and  for  the  purposes  stated  in  said  articles. 

15.  Articles  to  be  recorded. — 936.  Upon  the  filing  of 
any  articles  of  incorporation,  as  in  the  last  section  is  prescribed, 
the  secretary  of  the  Territory  shall  cause  the  same  to  be  recorded 
in  a  book  to  be  kept  in  his  office  for  that  purpose  to  be  called 
"the  book  of  corporations,"  with  the  date  of  filing. 

16.  Copy  of  articles  as  evidence. — 937.  A  copy  of 
any  articles  of  incorporation  filed  in  pursuance  of  this  chapter, 
and  certified  by  the  secretary  of  the  Territory,  must  be  received 


420  Religious  Corporations. 

in  all  courts  and  other  places  a.s,  prima  facia*  evidence  of  the 
facts  therein  stated,  and  of  the  existence  of  such  corporation. 

17.  Not  necessary  to  prove  incorporation. — 938.  In 
all  civil  actions  brought  by  or  against  a  corporation,  it  shall  not 
be  necessary  to  prove  on  the  trial  of  the  cause  the  existence  of 
such  corporation,  unless  the  defendant  shall  in  his  answer  ex- 
pressly aver  that  the  plaintiff  or  defendant  is  not  a  corporation. 

18.  Members. — 939 If  a  corporation  has  no  cap- 
ital stock,  the  incorporators  and  their  successors  are  called 
members. 

Art.   III.     Corporate  Powers. 

19.  Powers,  specification  of.— 940.    Every  corporation, 

as  such,  has  power: 

1.  To  have  succession  by  its  corporate  name,  for  the  period 
limited ;  and  when  no  period  is  limited,  perpetually. 

2.  To  sue  and  be  sued;  to  complain  and  defend  in  any 
court. 

3.  To  make  and  use  a  common  seal,  and  alter  the  same  at 
pleasure. 

4.  To  purchase,  hold,  transfer  and  convey  such  real  and 
personal  property  as  the  legitimate  purposes  of  the  corporation 
may  require,  not  exceeding,  in  any  case,  any  amount  limited 
by  law. 

5.  To  appoint  such  subordinate  officers  and  agents  as  the 
business  of  the  corporation  may  require,  and  to  allow  them 
suitable  compensation. 

6.  To  make  by-laws  not  inconsistent  with  the  law  of  the 
land,  for  the  management  of  its  property,  the  regulation  of  its 
affairs,  and  for  the  transfer  of  its  stock. 

7.  To  admit  stockholders  or  members,  and  to  sell  their 
stock  or  shares  for  the  payment  of  assessments  or  installments. 

8.  To  enter  into  any  obligations  or  contracts  essential  to 
the  transaction  of  its  ordinary  affairs,  or  for  the  purposes  of 
the  corporation. 

In  addition  to  the  above  enumerated  powers,  and  to  those 
expressly  given  in  any  other  statute  under  which  it  is  incorpo- 
rated, no  corporation  shall  possess  or  exercise  any  corporate 
powers,  except  such  as  are  necessary  to  the  exercise  of  the 
powers  enumerated  and  given. 

*  So  in  original. 


Oklahoma.  421 

20.  By-laws,  obligatory. — 950.  Every  corporation 
formed  under  this  chapter  must,  within  one  month  after  filing 
articles  of  incorporation,  adopt  a  code  of  by-laws  for  its  gov- 
ernment not  inconsistent  with  the  laws  of  the  United  States  or 
of  this  Territory.  The  assent  of  stockholders  representing  a 
majority  of  all  the  subscribed  capital  stock,  or  of  a  majority  of 
the  members,  if  there  be  no  capital  stock,  is  necessary  to  adopt 
by-laws,  if  they  are  adopted  at  a  meeting  called  for  that  pur- 
pose ;  and  in  the  event  of  such  meeting  being  called,  two  weeks' 
notice  of  the  same,  by  advertisement  in  some  newspaper  pub- 
lished in  the  county  in  which  the  principal  place  of  business  of 
the  corporation  is  located,  or  if  none  is  published  therein,  then 
in  a  paper  published  in  an  adjoining  county,  must  be  given  by 
order  of  the  acting  president.  The  written  assent  of  the 
holders  of  two-thirds  of  the  stock,  or  of  two-thirds  of  the 
members,  if  there  be  no  capital  stock,  shall  be  effectual  to 
adopt  a  code  of  by-laws  without  a  meeting  for  that  purpose. 

21.  By-laws,  contents. — 951.  A  corporation  may,  by  its 
by-laws,  *  where  no  other  provision  is  specially  made,  provide  : 

1.  The  time,  place,  and  manner  of  calling  and  conducting 
its  meetings. 

2.  The  number  of  stockholders  or  members  constituting  a 
quorum. 

3.  The  mode  of  voting  by  proxy. 

4.  The  time  of  the  annual  election  for  the  directors,  and 
the  mode  and  manner  of  giving  notice  thereof. 

5.  The  compensation  and  duties  of  officers. 

6.  The  manner  of  election  and  the  tenure  of  office  of  all 
officers  other  than  the  directors;  and, 

7.  Suitable  penalties  for  violations  of  by-laws,  not  exceed- 
ing, in  any  case,  one  hundred  dollars  for  any  one  offense. 

22.  By-laws  to  be  recorded;  may  be  repealed.— 
952.  All  by-laws  adopted  must  be  certified  by  a  majority  of 
the  directors  and  secretary  of  the  corporation,  and  copied  in  a 
legible  hand  in  some  book  kept  in  the  office  of  the  corporation, 
to  be  known  as  "the  book  of  by-laws,"  and  no  by-law  shall 
take  effect  until  so  copied,  and  the  book  shall  then  be  opened 
to  the  inspection  of  the  public  during  office  hours  of  each  day 
except  holidays.  The  by-laws  may  be  repealed  or  amended,  or 
new  by-laws  may  be  adopted  at  the  annual  meeting,  or  at  any 

*See,  also,  No.  33,  p.  425. 


422  Religious  Corporations. 

other  meeting  of  the  stockholders  or  members,  called  for  that 
purpose  by  the  directors,  by  a  vote  representing  two-thirds  of 
the  subscribed  stock,  or  by  two-thirds  of  the  members;  or  the 
power  to  repeal  and  amend  the  by-laws  and  to  adopt  new  by- 
laws may,  by  a  similar  vote  at  any  such  meeting,  be  delegated 
to  the  board  of  directors.  The  power,  when  delegated,  may  be 
revoked  by  a  similar  vote  at  any  regular  meeting  of  the  stock- 
holders or  members.  Whenever  any  amendment  or  new  by- 
law is  adopted  it  shall  be  copied  in  the  book  of  by-laws  with  the 
original  by-laws,  and  immediately  after  them,  and  shall  not  take 
effect  until  so  copied.  If  any  by-law  be  repealed,  the  fact  of 
the  repeal  with  the  date  of  the  meeting  at  which  the  repeal  was 
enacted,  shall  be  stated  in  the  said  book,  and  until  so  stated,  the 
repeal  shall  not  take  effect. 

23.  Directors,  time  of  election.— 953.  The  directors 
of  a  corporation  must  be  elected  annually  by  the  stockholders 
or  members,  and  if  no  provision  is  made  in  the  by-laws  for  the 
time  of  election,  the  election  must  be  held  on  the  first  Tuesday 
in  June.  Notice  of  such  election  must  be  given,  and  the  right 
to  vote  determined,  as  provided  in  section  975  (950  and  961?).* 

24.  Directors,  term  of  office. — 954-  At  the  first  meet- 
ing at  which  by-laws  are  adopted,  or  at  such  subsequent  meet- 
ing as  may  be  then  designated,  directors  must  be  elected  to 
hold  their  offices  for  one  year,  and  until  their  successors  are 
elected  and  qualified. 

25.  Directors,  elections  by  ballot. — 955.  All  elections 
of  directors  must  be  by  ballot,  and  a  vote  of  stockholders  rep- 
resenting a  majority  of  the  subscribed  capital  stock,  or  of  a 
majority  of  the  members,  is  necessary  to  a  choice 

26.  Directors,  number  and  powers. — 956.  The  cor- 
porate powers,  business  and  property  of  all  corporations  formed 
under  this  chapter  must  be  exercised,  conducted  and  controlled 
by  a  board  of  not  less  than  three  nor  more  than  eleven  direc- 
tors, to  be  elected  from  among  the  holders  of  stock;  or  where 
there  is  no  capital  stock,  then  from  the  members  of  such  corpo- 
ration. Directors  of  corporations  for  profit  must  be  holders  of 
stock  therein  in  an  amount  to  be  fixed  by  the  by-laws  of  the 
corporation.  Directors  of  all  other  corporations  must  be  mem- 
bers thereof.  Unless  a  quorum  is  present  and  acting,  no  busi- 
ness performed  or  act  done  is  valid  as  against  the  corporation. 

*See  No.  20,  p.  42:,  and  No.  30,  p.  424. 


Oklahoma.  423 

Whenever  a  vacancy  occurs  in  the  office  of  director,  unless  the 
by-laws  of  the  corporation  otherwise  provide,  such  vacancy 
must  be  filled  by  an  appointee  of  the  board. 

27.  Directors,  officers  of. — 957.  Immediately  after  their 
election,  the  directors  must  organize  by  the  election  of  a  presi- 
dent, who  must  be  one  of  their  number,  a  secretary  and  treas- 
urer. They  must  perform  the  duties  enjoined  on  them  by  law 
and  the  by-laws  of  the  corporation.  A  majority  of  the  direc- 
tors is  a  sufficient  number  to  form  a  board  for  the  transaction 
of  business,  and  every  decision  of  a  majority  of  the  directors 
forming  such  board,  made  when  duly  assembled,  is  valid  as  a 
corporate  act. 

28.  False  representations  by  officers. — 959.  Any 
officer  of  a  corporation  who  willfully  gives  a  certificate,  or  will- 
fully makes  an  official  report,  public  notice,  or  entry  in  any  of 
the  records  or  books  of  the  corporation,  concerning  the  corpo- 
ration or  its  business,  which  is  false  in  any  material  representa- 
tion, shall  be  liable  for  all  the  damages  resulting  therefrom  to 
any  person  injured  thereby;  and  if  two  or  more  officers  unite 
or  participate  in  the  commission  of  any  of  the  acts  herein  des- 
ignated, they  shall  be  jointly  and  severally  liable. 

29.  Directors,  removal  of. — 960.  No  directors  shall  be 
removed  from  office,  unless  by  a  vote  of  two-thirds  of  the  mem- 
bers, or  of  stockholders  holding  two-thirds  of  the  capital  stock, 
at  a  general  meeting  held  after  notice  of  the  time  and  place, 
and  of  the  intention  to  propose  such  removal.  Meetings  of 
stockholders  for  this  purpose  may  be  called  by  the  president,  or 
by  a  majority  of  the  directors,  or  by  members  or  stockholders 
holding  at  least  one-half  of  the  votes.  Such  calls  must  be  in 
writing  and  addressed  to  the  secretary,  who  must  thereupon 
give  notice  of  the  time,  place,  and  object  of  the  meeting,  and 
by  whose  order  it  was  called.  If  the  secretary  refuses  to  give 
the  notice,  or  if  there  is  none,  the  call  may  be  addressed 
directly  to  the  members  or  stockholders,  and  be  served  as  a 
notice,  in  which  case  it  must  specify  the  time  and  place  of 
meeting.  The  notice  must  be  given  in  the  manner  provided  in 
section  950,*  unless  other  express  provision  has  been  made 
therefor  in  the  by-laws.  In  case  of  removal,  the  vacancy  may 
be  filled  by  election  at  the  same  meeting. 

*  See  No.  20,  p.  421. 


424  Religious  Corporations. 

30.  Quorum  of  stockholders;  proxies. — 961.    At  all 

elections  or  votes  had  for  any  purpose,  there  must  be  a  majority 
of  the  subscribed  capital  stock  or  of  the  members,  represented 
either  in  person  or  by  proxy,  in  writing.  Every  person  acting 
therein,  in  person,  or  by  proxy,  or  representative,  must  be  a 

m.ember  thereof  or,  a  bona  fide  stockholder Any  vote 

or  election  had  other  than  in  accordance  with  the  provisions  of 
this  article  is  voidable  at  the  instance  of  absent  stockholders  or 
members,  and  may  be  set  aside  by  petition  to  the  district  court 
of  the  county  where  the  same  was  held.  Any  regular  or  called 
meeting  of  the  stockholders  or  members  may  adjourn  from  day 
to  day,  or  from  time  to  time,  if  for  any  reason  there  is  not 
present  a  majority  of  the  subscribed  stock  or  members,  or  no 
election  or  majority  vote  had;  such  adjournment  and  the  reasons 
therefor  being  recorded  in  the  journal  of  proceedings  of  the 
board  of  directors. 

31.  Election,  failure  or  contest  of;  special  meet- 
ing.— 962.  I.  If  from  any  cause  an  election  does  not  take 
place  on  the  day  appointed  in  the  by-laws,  it  may  be  held  on 
any  day  thereafter  as  is  provided  for  in  such  by-laws,  or  to  which 
such  election  may  be  adjourned  or  ordered  by  the  directors.  If 
an  election  has  not  been  held  at  the  appointed  time,  and  no  ad- 
journed or  other  meeting  for  the  purpose  has  been  ordered  by 
the  directors,  a  meeting  may  be  called  by  the  stockholders  as 
provided  in  section  960.* 

2.  Upon  the  application  of  any  person  or  body  corporate 
aggrieved  by  any  election  held  by  any  corporate  body,  or  any 
proceedings  thereof,  the  district  judge  of  the  district  in  which 
such  election  is  held  must  proceed  forthwith  summarily  to  hear 
the  allegations  and  proofs  of  the  parties,  or  otherwise  inquire  into 
the  matters  of  complaint,  and  thereupon  confirm  the  election, 
order  a  new  one,  or  direct  such  other  relief  in  the  premises  as 
accords  with  right  and  justice.  Before  any  proceedings  are  had 
under  this  section,  five  days'  notice  thereof  must  be  given  to  the 
adverse  party,  or  those  to  be  affected  thereby. 

3.  The  meetings  of  the  stockholders  and  board  of  directors 
of  a  corporation  must  be  held  at  its  office  or  principal  place  of 
business:  .... 

4.  When  no  provision  is  made  in  the  by-laws  for  regular 
meetings  of  the  directors  and  the  mode  of  calling  special  meet- 
ings, all  meetings  must  be  called  by  special  notice  in  writing, 

*  See  No.  29,  p.  423. 


Oklahoma.  425 

to  be  given  to  each  director  by  the  secretary,  on  the  order  of 
the  president,  or  if  there  be  none,  on  the  order  of  two  directors. 
5.  Whenever,  from  any  cause,  there  is  no  person  authorized 
to  call  or  to  preside  at  a  meeting  of  a  corporation,  any  justice 
of  the  peace  of  the  county  where  such  corporation  is  estab- 
lished, may,  on  written  application  of  three  or  more  of  the 
stockholders  or  of  the  members  thereof,  issue  a  warrant  to  one 
of  the  stockholders  or  members,  directing  him  to  call  a  meet- 
ing of  the  corporation,  by  giving  the  notice  required,  and  the 
justice  may  in  the  same  warrant  direct  such  person  to  preside 
at  such  meeting  until  a  clerk  is  chosen  and  qualified,  if  there  is 
no  other  officer  present  legally  authorized  to  preside  thereat. 

32.  Unlawful  meeting  when  valid. — 964.  When  all 
the  stockholders  or  members  of  a  corporation  are  present  at 
any  meeting,  however  called  or  notified,  and  sign  a  written 
consent  thereto  on  the  record  of  such  meeting,  the  doings  of 
such  meeting  are  as  valid  as  if  had  at  a  meeting  legally  called 
and  noticed.  The  stockholders  or  members  of  such  corpora- 
tion, when  so  assembled,  may  elect  officers  to  fill  all  vacan- 
cies then  existing,  and  may  act  upon  such  other  business  as 
might  lawfully  be  transacted  at  regular  meetings  of  the  corpo- 
ration. 

Art.  IV.     Corporate  Records. 

33.  Record  of  transactions. — 967.  Corporations  for 
religious  and  benevolent  purposes  must  provide  in  their  by-laws 
for  such  records  to  be  kept  as  may  be  necessary 

Art.  V.     Dissolution  of  Corporations. 

34.  Dissolution,  causes  of;  how  effected. — 968.  A 
corporation  is  dissolved : 

1.  By  the  expiration  of  the  time  limited  by  its  articles  of 
incorporation. 

2.  Its  involuntary  dissolution  is  provided  for  in  sections 
5357,  5358,  and  5359: 

(Section  5357.  If  it  shall  be  adjudged  that  a  corporation 
against  which  an  action  shall  have  been  brought  pursuant  to 
this  chapter,  has  by  neglect,  abuse,  or  surrender,  forfeited  its 
corporate  rights,  privileges  and  franchises,  judgment  shall  be 
rendered  that  the  corporation  be  excluded  from  such  corporate 
rights,  privileges  and  franchises,  and  that  the  corporation  be 
dissolved. 
31 


426  Religious  Corporations. 

Section  5358.  If  judgment  be  rendered  in  such  action 
against  a  corporation,  or  against  a  person  claiming  to  be  a  cor- 
poration, the  court  may  cause  the  costs  therein  to  be  collected 
by  execution  against  the  person  claiming  to  be  a  corporation, 
or  by  attachment  or  process  against  the  directors  or  other  offi- 
cers of  such  corporation. 

Section  5359.  When  such  judgment  shall  be  rendered 
against  a  corporation  the  court  has  power  to  restrain  the  corpo- 
ration, to  appoint  a  receiver  of  its  property,  and  to  take  an 
account  and  make  distribution  thereof  among  its  creditors ;  and 
the  district  attorney  must,  immediately  after  the  rendition  of 
such  judgment,  institute  proceedings  for  that  purpose.  (Dakota 
Code.) 

3.  If  voluntary,  its  dissolution  may  be  effected  in  the  fol- 
lowing manner: 

(i)  A  corporation  may  be  dissolved  by  the  district  court  of 
the  county  where  its  office  or  principal  place  of  business  is  situ- 
ated, upon  its  voluntary  application  for  that  purpose. 

(2)  The  application  must  be  in  writing,  and  must  set  forth; 
that  at  a  meeting  of  the  stockholders  or  members  called  for 
that  purpose,  the  dissolution  of  the  corporation  was  resolved 
upon  a  two-thirds  vote  of  all  the  stockholders  or  members;  and 
that  all  claims  and  demands  against  the  corporation  have  been 
satisfied  and  discharged. 

(3)  The  application  must  be  signed  by  a  majority  of  the 
board  of  directors,  trustees,  or  other  officers  having  the  man- 
agement of  the  affairs  of  the  corporation,  and  must  be  verified 
in  the  same  manner  as  a  complaint  in  a  civil  action. 

(4)  If  the  court  is  satisfied  that  the  application  is  in  con- 
formity with  this  article,  it  must  order  the  application  to  be 
filed  and  that  the  clerk  give  not  less  than  thirty  nor  more  than 
fifty  days'  notice  of  the  application,  by  publication  in  some 
newspaper  published  in  the  county,  and  if  there  are  none  such, 
then  by  advertisement  posted  up  in  five  of  the  principal  places 
in  the  county. 

(5)  At  any  time  before  the  expiration  of  the  time  of  publi- 
cation any  person  may  file  his  objections  to  the  application. 

(6)  After  the  time  of  publication  has  expired,  the  court 
may,  upon  five  days'  notice  to  the  persons  who  have  filed  objec- 
tions or  without  further  notice  if  no  objections  have  been  filed 
proceed  to  hear  and  determine  the  application ;  and  if  all  the 
statements  therein  made  are  shown  to  be  true,  the  court  must 
declare  the  corporation  dissolved. 


Oklahoma.  427 

(7)  The  application,  notices  and  proof  of  publication,  ob- 
jections (if  any)  and  declaration  of  dissolution,  constitute  the 
judgment  roll,  and  from  the  judgment  an  appeal  may  be  taken 
in  the  same  manner  as  in  other  actions. 

35.  Lapse  by  non-user. — 969.  If  a  corporation  does 
not  organize  and  commence  the  transaction  of  business,  or  the 
construction  of  its  works,  within  one  year  from  the  date  of  its 
incorporation,  its  corporate  powers  cease. 

36.  Directors  are  trustees  on  dissolution. — 970.  Un- 
less other  persons  are  appointed  by  the  court,  the  directors  or 
managers  of  the  affairs  of  such  corporation  at  the  time  of  its 
dissolution  are  trustees  of  the  creditors  and  stockholders  or 
members  of  the  corporation  dissolved,  and  have  full  power  to 
settle  the  affairs  of  the  corporation,  and  to  collect  and  pay 
debts  and  divide  among  the  stockholders  the  property  which 
remains  after  the  payment  of  debts  and  necessary  expenses; 
and  for  such  purposes  may  maintain  or  defend  actions  in  their 
own  names  by  the  style  of  the  trustees  of  such  corporation  dis- 
solved, naming  it;  and  no  action  whereto  any  such  corporation 
is  a  party  shall  abate  by  reason  of  such  dissolution. 

37.  Liability  of  trustees. — 971.  The  trustees  mentioned 
in  the  preceding  section  are  jointly  and  severally  responsible  to 
the  creditors,  stockholders  and  members  of  the  corporation,  to 
the  extent  of  its  property  in  their  hands. 

38.  Revival. — 972.  A  corporation  once  dissolved  can  be 
revived  only  by  the  same  power  by  which  it  could  be  created. 

Art.  VIII.     Examination  of  Corporations,  etc. 

39.  Legislature  may  examine  into.— 1000.  The  legis- 
lative assembly,  or  either  branch  thereof,  may  examine  into  the 
affairs  and  condition  of  any  corporation  in  this  Territory  at  all 
times;  and  for  that  purpose  any  committee  appointed  by  the 
said  assembly,  or  either  branch  thereof,  may  administer  all  the 
necessary  oaths  to  the  directors,  officers  and  stockholders  of 
such  corporation,  and  may  examine  them  on  oath  in  relation  to 
the  affairs  and  condition  thereof ;  and  may  examine  the  safes, 
books,  papers  and  documents  belonging  to  such  corporation,  or 
pertaining  to  its  affairs  and  condition,  and  compel  the  produc- 
tion of  all  keys,  books,  papers  and  documents  by  summary  pro- 
cess, to  be  issued  on  application  to  any  district  court  or  any 


428  Religious  Corporations. 

judge  thereof,  under  such  rules  and  regulations  as  the  court 
may  prescribe. 

40.  Power  to  amend. — looi.  The  legislative  assembly 
may  at  any  time  amend  this  chapter  or  any  article  or  section 
thereof. 

Art.  XIV.     Religious,   Educational  and  Benevolent 
Corporations. 

41.  Incorporation,  how  effected. — 1099.  Persons  asso- 
ciated together  for  religious,  educational,  benevolent,  charitable 
or  scientific  purposes  may  elect  trustees,  or  directors,  not  less 
than  three  nor  more  than  eleven,  and  may  incorporate  them- 
selves as  generally  provided  for  in  this  chapter. 

42.  Articles,  contents  of. — noo.  In  addition  to  the  re- 
quirements of  section  957  (951),*  the  articles  of  incorporation  of 
any  such  association  must  set  forth  the  holding  of  the  election 
for  trustees  or  directors,  the  time  and  place  the  same  was  held 
and  the  result  thereof,  which  facts  must  be  verified  by  the  offi- 
cers conducting  the  election  or  their  successors.  (As  amended 
Mar.  10,  1893.) 

43.  Property,  limitations  upon. — noi.  All  such  cor- 
porations may  hold  all  the  property  of  the  association  owned 
prior  to  incorporation,  as  well  as  that  acquired  thereafter  in 
any  manner,  and  transact  all  business  relative  thereto ;  but  no 
such  corporation  shall  own  or  hold  more  real  property  than 
may  be  reasonably  necessary  for  the  business  and  objects  of  the 
association ;  and  no  such  corporation  for  religious  or  charitable 
purposes  shall  acquire  or  hold  real  property  of  a  greater  value 
than  fifty  thousand  dollars. 

44.  Trustees,  annual  report. — 1102.  The  trustees  or 
directors  of  all  such  corporations  must  annually  make  a  full 
report  of  all  their  property,  real  and  personal,  including  prop- 
erty held  in  trust  by  them,  and  of  the  condition  thereof,  and  of 
all  their  affairs,  to  the  members  of  the  corporation  for  which 
they  are  acting. 

45.  Sale  or  mortgage  of  property. — 1103.  Corpora- 
tions of  the  character  mentioned  in  this  article  may  sell,  ex- 
change or  mortgage  any  or  all  property  held  or  owned  by  them 
in  the  manner  determined  by  such  corporations. 

*  See  No.  21,  p.  421. 


Oklahoma.  429 

46.  By-laws. — 1104.  Such  corporation  may,  in  their  by- 
laws or  articles  of  incorporation,  in  addition  to  the  provisions 
of  sections  957  (951),*  and  976  (967),!  provide  for: 

1.  The  qualification  of  members,  mode  of  election,  and 
terms  of  admission  to  membership. 

2.  The  fees  of  admission,  and  dues  to  be  paid  to  their  treas- 
ury by  members. 

3.  The  expulsion  and  suspension  of  members  for  miscon- 
duct or  non-payment  of  dues;  also  for  restoration  to  member- 
ship. 

4.  Contracting,  securing,  paying  and  limiting  the  amount 
of  their  indebtedness. 

5.  Other  regulations  not  repugnant  to  the  law  of  the  land, 
and  consonant  with  the  objects  of  the  corporation. 

47.  Subsequent  members,  rights  of. — 1105.  Members 
admitted  after  incorporation  have  all  the  rights  and  privileges, 
and  are  subject  to  the  same  responsibilities,  as  members  of  the 
association  prior  thereto. 

48.  Membership  rights  personal.— 1 106.  No  member, 
or  his  legal  representative,  must  dispose  of  or  transfer  any  right 
or  privilege  conferred  on  him  by  reason  of  his  membership  of 
such  corporation,  or  be  deprived  thereof,  except  as  herein  pro- 
vided. 

49.  Trustees,  manner  of  choosing. — 1107.  The  board 
of  trustees,  or  other  officers  of  any  religious  corporation,  may 
be  chosen  at  such  times  and  in  such  manner  as  may  be  in  con- 
formity to  the  rules,  usage  or  general  discipline  of  such  church. 

50.  Members  of  any  church  may  associate  by  alter- 
native method. — 1108.  The  members  of  any  church  or  relig- 
ious society,  not  less  than  three,  who  by  its  rules,  usage  and 
general  discipline,  or  otherwise,  do  not  desire  to  organize  and 
become  incorporated  under  the  foregoing  provisions  relating 
to  corporations  may  organize  and  become  corporate,  capable  of 
suing  and  being  sued,  holding,  purchasing  and  receiving  title 
to  real  estate  and  other  property  by  devise,  gift,  grant  or  other 
conveyance,  with  power  to  mortgage,  sell  or  convey  the  same, 
or  any  part,  parcel  or  portion  thereof,  by  adopting  and  signing 
articles  containing: 

I.   The  name  of  the  church,  society,  association   or  corpo- 

*  See  No.  27,  p.  423,  \  See  No.  33,  p.  425. 


43°  Religious  Corporations. 

ration,  its  general  purpose  and  plan  of  operation  and  its  place 
of  location. 

2.  The  terms  of  admission  and  qualifications  of  member- 
ship, and  the  selection  of  officers,  and  the  filling  of  vacancies, 
and  the  manner  in  which  the  same  is  to  be  governed  and  man- 
aged, such  articles  shall  be  recorded  in  the  office  of  the  secre- 
tary of  the  Territory,  and  also  in  the  office  of  the  register  of 
deeds  of  the  county  in  which  such  church,  society,  association 
or  corporation  is  located ;  and  thereupon  such  church,  society, 
association  or  corporation  shall  have  all  the  powers  hereinbefore 
provided,  and  may  adopt  and  establish  by-laws  and  make  all 
rules  and  regulations  deemed  necessary  and  expedient  for  the 
management  of  its  affairs  in  accordance  with  law. 

51.  Title  vests  in  successors,  in  trust. — 1109.  All 
grants  or  deeds  from  private  individuals,  or  acts  of  legislative 
bodies,  transferring,  conveying  or  granting  real  estate  in  this 
Territory  to  any  bishop,  dean,  rector,  vestryman,  deacon,  direc- 
tor, minister,  or  any  other  officer  or  officers  of  any  church  or 
organized  religious  society  in  trust  for  the  use  and  benefit  of 
such  society  of  which  they  are  such  officer  or  officers,  which 
have  been  or  may  be  made,  done  or  executed,  shall  vest  in  their 
successor  or  successors  in  office,  or  other  officer  which  such 
society  may  at  any  time  designate,  all  the  legal  or  other  title, 
to  the  same  extent  and  in  all  respects  the  same,  as  trustee  of 
such  trust,  for  the  use  and  benefit  of  such  society,  which  such 
bishop,  dean,  rector,  vestryman,  deacon,  director,  minister  or 
other  officer  or  officers,  had  under  such  grant,  deed  or  act;  and 
all  transfers  or  sales  made  by  such  officer  or  officers  so  acquiring 
title  by  virtue  of  this  act  by  succession  in  office  shall  have  all 
the  validity,  force  and  effect  that  it  would  have  had  had  it  been 
made  by  such  bishop,  dean,  rector,  vestryman,  deacon,  director, 
minister  or  other  officer  or  officers,  while  holding  imder  and  by 
virtue  of  such  grant,  deed  or  act  of  such  legislative  body. 


OREGON. 

CONSTITUTION. 
[In  effect,  Feb.  14,  1859.] 

Article  I. 

1.  No  appropriations  for  religious  societies. — 5.     No 

money  shall  be  drawn  from  the  treasury  for  the  benefit  of  any 
religious  or  theological  institution,  nor  shall  any  money  be 
appropriated  for  the  payment  of  any  religious  services  in  either 
house  of  the  legislative  assembly. 

Article  XL 

2,  General  laws  to  be  passed. — 2.  Corporations  may 
be  formed  under  general  laws,  but  shall  not  be  created  by 
special  laws,  except  for  municipal  purposes.  All  laws  passed 
pursuant  to  this  section  may  be  altered,  amended,  or  repealed, 
but  not  so  as  to  impair  or  destroy  any  vested  corporate  rights. 


LAWS,    1892. 
Chap.  XXXIV.     Incorporation  of  Religious  Societies. 

3.  Incorporation  legal. — 3295.  Whenever  any  church, 
or  religious,  benevolent,  literary,  or  charitable  society,  or  any 
society  which  shall  have  for  its  object  the  development  of 
the  physical  or  mental  capacities  of  its  members,  ....  shall 
desire  to  incorporate  for  the  purpose  of  carrying  out  the  object 
of  said  church  or  society,  they  may  do  so  in  the  manner  pro- 
vided in  this  chapter. 

4.  How  effected. — 3296.  Three  or  more  of  the  officers 
or  trustees  of  said  church  or  society,  which  officers  or  trustees 
shall  have  been  duly  chosen,  elected,  or  appointed,  in  accord- 
ance with  the  usages  and  regulations  of  said  church  or  society, 

(431) 


432  Religious  Corporations. 

shall  make  and  subscribe  written  articles  of  incorporation  in 
triplicate,  and  acknowledge  the  same  before  some  officer  author- 
ized to  take  acknowledgments  of  deeds,  and  file  one  of  such 
articles  in  the  office  of  the  secretary  of  state,  another  in  the 
clerk's  office  of  the  county  where  the  church  or  society  is 
located,  and  retain  the  third  in  the  possession  of  the  corporation. 

5.  Articles  evidence  of  incorporation. — 3297.  The 
articles  of  incorporation,  or  a  certified  copy  of  the  one  filed  in 
the  office  of  the  secretary  of  state  or  county  clerk,  shall  be 
evidence  of  the  existence  of  such  corporation. 

6.  Articles,  contents  of. — 3298.  The  articles  of  incor- 
poration shall  specify: 

1.  The  name  assumed  by  the  corporation,  and  by  which 
name  it  shall  be  known,  and  the  duration  of  the  same  if  limited. 

2.  The  object,  or  biisiness,  or  pursuit  of  said  corporation. 

3.  The  estimated  value  of  property  and  money  possessed 
by  said  church  or  society  at  the  time  of  making  said  articles  of 
incorporation,  and  the  sources  of  revenue  or  income. 

4.  The  title  of  the  officers  or  trustees  making  such  articles, 
and  the  mode  and  times  of  the  election  of  their  successors  in 
office. 

5.  The  location  of  said  church  or  society. 

7.  Trustees,  powers  of. — 3299.  Upon  the  making  and 
filing  of  articles  of  incorporation,  as  herein  provided,  the  per- 
sons subscribing  the  same,  and  their  successors  in  office,  associ- 
ates, and  assigns,  by  the  name  assumed  in  such  articles,  shall 
thereafter  be  deemed  a  body  corporate,  with  power: 

1.  To  sue  and  be  sued. 

2.  To  contract  and  be  contracted  with. 

3.  To  have  and  use  a  corporate  seal,  and  the  same  to  change 
at  pleasure. 

4.  To  purchase,  receive,  possess,  and  dispose  of  such  real 
and  personal  property  as  may  be  necessary  or  convenient  to 
carry  out  the  object  of  said  corporation. 

5.  To  make  by-laws,  not  inconsistent  with  any  existing 
law,  for  the  government  of  its  affairs  and  the  management  of 
its  property. 

8.  Powers  to  be  exercised  by  the  corporators. — 

3300.  The  powers  vested  in  such  corporation  are  exercised  by 
the  corporators  and  their  successors  in  office ;  Provided^  That 


Oregon.  433 

said  vested  powers  may  be  exercised  by  a  majority  of  said  cor- 
porators or  successors,  and  any  one  of  said  corporators  or  suc- 
cessors may  verify  any  pleading  made  by  the  corporation,  and 
required  by  law  to  be  verified. 

9.  Limit  upon  value  of  all  property. — 3301.  No  cor- 
poration formed  under  this  act  shall  ever  hold  or  possess  prop- 
erty, including  money  and  assets,  amounting  in  value  to  more 
than  five  hundred  thousand  dollars,  and  any  corporation  viola- 
ting the  provision  of  this  act  shall  forfeit  its  corporate  rights. 

10.  Corporations  sole.  Denominational  corporations. 

— 3303.  Any  person  being  the  bishop,  overseer,  .or  presiding 
elder  of  any  church  or  religious  denomination  in  this  State, 
may,  in  conformity  with  the  constitution,  canon,  rules,  regula- 
tions, and  discipline  of  such  church  or  denomination,  become 
a  corporation  sole  for  religious  and  educational  purposes  in 
the  manner  prescribed  in  this  act,  as  nearly  as  may  be ;  and 
thereupon  said  bishop,  overseer,  or  presiding  elder,  as  the  case 
may  be,  together  with  his  successors  in  office  or  position,  by 
his  official  designation,  shall  be  held  and  deemed  to  be  a  body 
corporate,  with  all  the  rights  and  powers,  and  subject  to  the 
limitations,  prescribed  in  this  act  in  the  case  of  corporations 
aggregate.  And  any  number  of  persons  not  less  than  three, 
when  duly  designated,  chosen,  or  appointed  by  the  council,  con- 
vention, convocation,  presbytery,  association,  or  conference  of 
any  church  or  religious  denomination  of  this  State  for  such 
purpose,  may  become  incorporated  by  the  means  and  in  the 
manner  provided  in  said  act,  as  nearly  as  may  be,  with  power 
and  authority  to  acquire,  receive,  hold,  manage,  and  dispose  of 
money  and  property  in  trust  for  said  church  or  denomination, 
to  enable  it  to  promote  and  maintain  works  of  charity,  educa- 
tion, and  the  public  worship  of  Almighty  God  in  this  State. 

Incorporation  of  Religious  Societies. 

[Alternative  method.  Act  of  Jan.  21,  1873.] 

11.  Incorporations  legal. — 3305.  Incorporations  may  be 
formed  for  acquiring,  holding,  and  disposing  of  church  prop- 
erty, for  the  benefit  of  religion,  for  works  of  charity,  and  for 
public  worship  in  the  manner  hereinafter  provided  in  this  act. 

12.  Articles  to  be  subscribed  by  persons  appointed 
by  the  church. — 3306.     One  or  more  of  the  principal  officers. 


434  Religious  Corporations. 

trustees,  or  clergy  of  any  church,  who  shall  have  been  duly 
chosen,  elected,  or  appointed  in  accordance  with  the  usages  and 
regulations  of  such  church,  and  authorized  to  act  for  the  church, 
and  who  (in  whom)  shall  be  vested  at  the  time  the  legal  title  of 
the  church  property,  may  make  and  subscribe  (written)  articles 
of  incorporation  in  duplicate  and  acknowledge  the  same  before 
some  officer  authorized  to  take  the  acknowledgment  of  deeds, 
and  file  and  have  recorded  one  of  such  articles  in  the  office  of 
the  secretary  of  state  and  retain  possession  of  the  other. 

13.  Articles,  contents  of.— 3307-  The  articles  of  incor- 
poration shall  specify: 

1.  The  name  assumed  by  the  corporation,  and  by  which  it 
shall  be  known. 

2.  The  object  of  said  corporation. 

3.  The  estimated  value  of  church  property  and  money  at 
the  time  of  making  articles  of  incorporation. 

4.  The  title  of  the  person  or  persons  making  such  articles 
and  the  manner  and  time  in  which  successor  or  successors  are 
elected,  chosen,  or  appointed. 

14.  Powers,  and  limit   of  value   upon  property.— 

3308.  Upon  the  making  and  filing  for  record  articles  of  incor- 
poration, as  herein  provided,  the  person  or  persons  subscribing 
the  same,  and  his  or  their  successor  or  successors  in  office,  by 
name  or  title  specified  in  the  articles,  shall  thereafter  be  deemed 
a  body  corporate,  with  continual,  perpetual  succession,  and 
shall  have  power  to  acquire  and  possess  by  donation,  gift,  or 
purchase,  and  to  retain  and  enjoy  property,  real,  personal,  and 
mixed,  and  the  same  to  sell,  grant,  convey  or  rent,  or  otherwise 
to  dispose  of  at  pleasure;  Provided,  however.  That  no  part  of 
the  resources  of  said  corporation  shall  ever  be  used  for  any 
other  than  the  object  herein  named;  and  Provided  furt]ier, 
That  no  corporation  formed  under  this  act  shall  ever  hold  or 
possess  property,  including  money  and  assets,  amounting  in 
value  to  more  than  five  hundred  thousand  dollars. 

15.  Powers,  continued. — 3309.  Such  corporations  shall 
have  power  to  contract  and  be  contracted  with,  to  sue  and  be 
sued,  plead  and  be  pleaded  in  all  courts  of  justice,  and  to  have 
and  use  a  common  seal,  by  which  all  deeds  and  acts  of  such 
corporation  shall  pass  and  be  authenticated. 

16.  Deeds,  how  signed  and  sealed.— 3310-  All  deeds 
and  other  instruments  of  writing  shall  be  signed  by  the  per- 


Oregon.  435 

son  or  persons  representing  the  corporation,  in  the  official 
capacity  designated  in  the  articles  of  incorporation,  and  sealed 
with  the  seal  of  incorporation,  and  an  impression  of  which  seal 
shall  be  filed  in  the  office  of  the  secretary  of  state;  Fi'ovidcd, 
That  this  act  shall  not  have  the  effect  to  repeal,  or  modify  in 
any  particular,  the  act  passed  October  24,  1864,  entitled  "An 
act  for  the  incorporation  of  churches,  and  religious  and  benev- 
olent and  charitable  societies, "  nor  the  act  passed  at  this  session 
amendatory  of  the  same.* 

17.  Articles,  evidence  of  incorporation. — 33 n.     The 

articles  of  incorporation,  or  a  certified  copy  of  the  one  filed 
and  recorded  in  the  office  of  the  secretary  of  state,  shall  be 
evidence  of  the  existence  of  such  corporation. 

Change  of  Articles. 
[Act  of  Feb.  20,   1 89 1.] 

18.  How  effected.  Enlargement  of  powers. — i.  Three 
or  more  officers  or  trustees  of  any  incorporated  religious,  ben- 
evolent, literary,  or  charitable  society,  or  any  society  which 
shall  have  for  its  object  the  development  of  the  physical  or 
mental  capacities  of  its  members,  or  the  development  of  agri- 
culture or  mechanics,  may  file  supplementary  articles  of  incor- 
poration at  any  time,  when  a  three-fourths  vote  of  the  members 
present  at  a  special  meeting  of  any  such  society  called  for  that 
purpose  shall  so  determine,  for  the  purpose  of  amending,  en- 
larging, or  changing  the  object,  business,  or  pursuit  of  any  such 
incorporated  society,  not  extending  beyond  religious,  benevo- 
lent, literary,  educational,  social,  or  charitable  purposes;  Pro- 
vided^ hoiucver,  That  said  officers  or  trustees  shall  have  first 
caused  to  be  published  a  notice  of  the  time  and  place  of  hold- 
ing said  special  meeting,  and  the  object  thereof,  in  some  daily 
newspaper  of  general  circulation  published  within  the  county 
where  said  corporation  is  located ;  and  it  shall  be  the  duty  of 
the  secretary'  of  said  corporation  to  deposit  in  the  post-office, 
not  less  than  ten  days  prior  to  the  time  fixed  for  said  special 
meeting,  written  or  printed  notices,  directed  to  each  member 
of  said  corporation,  of  their  post-office  address,  stating  the  time 
and  place  of  such  special  meeting  and  the  object  thereof.  A 
failure  on  the  part  of  the  officers  of  said  corporation  to  give 
the  notices  herein  prescribed  shall  invalidate  any  supplementary 

*See  Chap,  xxxiv,  p.  431. 


43^  Religious  Corporations. 

articles  of  incorporation  adopted  at  such  meeting.  Nothing  in 
this  act  shall  be  construed  as  applying  to  any  corporation  in 
this  State  other  than  those  incorporated  under  the  general  stat- 
utes of  this  State. 

Reform  Schools. 

[Laws  of  1893,  p.  75.] 

19.  Church  care  of  youthful  dehnquents. — When  any 
youth  are  committed  to  the  reform  schood  upon  the  application 
to  the  proper  court  by  any  religious  society  or  body  to  which 
said  youth  or  the  parents  of  said  youth  may  belong,  for  the 
custody  of  such  youth,  when  such  religious  society  or  body  has. 
provided  a  suitable  institution  for  the  care  and  reform  of  delin- 
quent children  or  minors,  the  court,  upon  satisfactory  showing, 
by  such  religious  society  or  body,  of  such  fact,  may  commit 
such  minor  to  such  religious  institution. 

Missionary  Stations. 

[U.  S.   Statutes-at-large,  Vol.  ix,  p.  323.] 

20.  Title  to,  in  religious  societies. — That  the  title  to 
the  land,  not  exceeding  six  hundred  and  forty  acres,  now  occu- 
pied as  missionary  stations  among  the  Indian  tribes  in  said 
Territory,  together  with  the  improvements  thereon,  be  con- 
firmed and  established  in  the  several  religious  societies  to  which 
said  missionary  stations  respectively  belong. 

Particular  Denominations. 

21.  Section  3302  makes  special  provision  for  the  incor- 
poration of  vestrymen  of  the  Protestant  Episcopal  Church. 


PENNSYLVANIA. 


CONSTITUTION. 
Art.  III.     Legislation. 
[In  effect,  Jan.  i,  1874.] 

1.  No  special  laws  to  be  passed. — 7.  The  General 
Assembly  shall  not  pass  any  local  or  special  law  ....  creating- 
corporations,  or  amending,  renewing,  or  extending  the  charters 
thereof;  granting  to  any  corporation,  association,  or  individual 
any  special  or  exclusive  privilege  or  immunity  .... 

Art.  XVI.     Private  Corporations. 

2.  Certain  charters  to  be  invalid. — i.  All  existing- 
charters,  or  grants  of  special  or  exclusive  privileges,  under  which 
a  bona  fide  organization  shall  not  have  taken  place,  and  busi- 
ness been  commenced  in  good  faith,  at  the  time  of  the  adop- 
tion of  this  constitution,  shall  thereafter  have  no  validity. 

3.  Amendments  of  previous  charters  conditioned 
upon  acceptance  of  the  constitution, — 2.  The  General 
Assembly  shall  not  remit  the  forfeiture  of  the  charter  of  any 
corporation  now  existing,  or  alter  or  amend  the  same,  or  pass 
any  other  general  or  special  law  for  the  benefit  of  such  corpora- 
tion, except  upon  the  condition  that  such  corporation  shall 
thereafter  hold  its  charter  subject  to  the  provisions  of  this  con- 
stitution. 

4.  Cumulative  voting  permissible. — 4.  In  all  elec- 
tions for  directors  or  managers  of  a  corporation,  each  member 
or  shareholder  may  cast  the  whole  number  of  his  votes  for  one 
candidate,  or  distribute  them  upon  two  or  more  candidates,  as 
he  may  prefer. 

5.  Powers  limited  to   provisions   of  charters,  and 

real  estate  to  business  needs. — 6.  No  corporation  shall 
engage  in  any  business  other  than  that  expressly  authorized  in 
its  charter;  nor  shall  it  take  or  hold  any  real  estate,  except  such 
as  may  be  necessary  and  proper  for  its  legitimate  business. 

(437) 


43^  Religious  Corporations. 

6.  Power  of  the  legislature  over  charters. — lo.     The 

General  Assembly  shall  have  the  power  to  alter,  revoke  or 
annul  any  charter  or  incorporation  now  existing,  and  revocable 
at  the  adoption  of  this  constitution,  or  any,  that  may  hereafter 
be  created,  whenever,  in  their  opinion,  it  may  be  injurious  to 
the  citizens  of  this  commonwealth,  in  such  manner,  however, 
that  no  injustice  shall  be  done  to  the  corporators.  No  law 
hereafter  enacted  shall  create,  renew  or  extend  the  charter  of 
more  than  one  corporation. 


STATUTES,  1894. 

[With  amendments  to  1895.] 

General  Provisions  for  all  Corporations.* 

I.   Formation  and  Charters  of  Corporations. 

7.  Powers. — Corporations  may  be  formed  under  the  pro- 
visions of  this  act  by  the  voluntary  association  of  five  or  more 
persons,  for  the  purposes,  and  in  the  manner  mentioned  herein, 
and  when  so  formed,  each  of  them  by  virtue  of  its  existence  as 
such,  shall  have  the  following  powers,  unless  otherwise 
specially  provided : 

I.  To  have  succession  by  its  corporate  name  for  the  period 
limited  by  its  charter,  and  when  no  period  is  limited  thereby, 
or  by  this  act,  perpetually:  subject  to  the  power  of  the  General 
Assembly,  under  the  constitution  of  this  commonwealth. 

II.  To  maintain  and  defend  judicial  proceedings. 

III.  To  make  and  use  a  common  seal  and  alter  the  same 
at  pleasure. 

IV.  To  hold,  purchase,  and  transfer  such  real  and  personal 
property  as  the  purposes  of  the  corporation  require,  not  exceed- 
ing the  amount  limited  by  its  charter  or  by-law. 

V.  To  appoint  and  remove  such  subordinate  officers  and 
agents  as  the  business  of  the  corporation  requires,  and  to  allow 
them  a  suitable  compensation. 

VI.  To  make  by-laws  not  inconsistent  with  law,  for  the 
management  of  its  property,  the  regulation  of  its  affairs,  and 
the  transfer  of  its  stock. 

*The  full  text  of  the  General  Corporation  Act  of  April  29,  1S74,  will  be  found  in 
Brightly's  Purdon's  Digest  of  the  Statutps  of  Penna.,  ed.  1S94,  p,  405,  seq.  See  also  same 
DUjest,  under  heads  of  "  Charities  "  and  "  Religious  Societies." 


Pennsylvania.  439 

VII.  To  enter  into  any  obligation  necessary  to  the  transac- 
tion of  its  ordinary  affairs.     [Apl.  29,  1874,  §1,  P.  L.,  73.] 

8.  Purposes. — The  purposes  for  which  the  said  corpora- 
tions may  be  formed,  shall  be  as  follows,  and  shall  be  divided 
into  two  classes: 

The  first  class  those  for — 

I.  The  support  of  public  worship. 

II.  The  support  of  any  benevolent,  charitable,  educational, 
or  missionary  undertaking.*     {^Ilnd.,  §  2.] 

9.  Real  estate,  limit  upon.f — Each  of  said  corporations 
may  hold  real  estate  to  an  amount,  the  clear  yearly  value  or 
income  whereof  shall  not  exceed  twenty  thousand  dollars. 
[Ibid.,  §2.] 

10.  Charter,  contents  of. — The  charter  of  an  intended 
corporation  must  be  subscribed  by  five  or  more  persons,  three 
of  whom  at  least  must  be  citizens  of  this  commonwealth,  and 
shall  set  forth : 

I.  The  name  of  the  corporation. 

11.  The  purpose  for  which  it  is  formed. 

III.  The  place  or  places  where  its  business  is  to  be  trans- 
acted. 

IV.  The  term  for  which  it  is  to  exist. 

V.  The  names  and  residences  of  the  subscribers  and  the 
number  of  shares  subscribed  by  each. 

VI.  The  number  of  its  directors  and  the  names  and  resi- 
dences of  those  who  are  chosen  directors  for  the  first  }'ear. 

VII.  The  amount  of  its  capital  stock,  if  any,  and  the 
number  and   par  value   of   shares   into   which   it   is  divided. 

II.  Notice  of  application  to  be  published. — Notice  of 
the  intention  to  apply  for  any  such  charter  shall  be  inserted  in 
two  newspapers  of  general  circulation,  printed  in  the  proper 
county,  for  three  weeks,  setting  forth  briefly  the  character  and 
object  of  the  corporation  to  be  formed,  and  the  intention  to 
make  application  therefor,      {fbid  ,  §  3.) 

12.  Certificates,  how  acknowledged,  approved,  and 
recorded. — The  said  certificates  of  incorporation  of  the  first 
class  shall  be  acknowledged  by  at  least  three  of  those  who  sub- 

*  Purposes  4-12,  Class  I,  and  aU  of  Class  II  omitted. 
tSee  Nos.  14,  60,  and  70-74,  pp.440,  456,  and  459-461. 


44°  Religious  Corporations. 

scribed  to  them,  before  the  recorder  of  deeds  of  the  county  in 
which  the  business  of  the  corporation  is  to  be  transacted,  to  be 
their  act  and  deed,  and  the  same  being  duly  certified  under  the 
hand  and  official  seal  of  the  said  recorder  of  deeds,  shall  be 
presented  to  a  law  judge  of  the  said  county,  accompanied  by 
proof  of  the  publication  of  the  notice  of  such  application,  who 
is  hereby  required  to  peruse  and  examine  said  instrument,  and 
if  the  same  shall  be  found  to  be  in  the  proper  form,  and  within 
the  purposes  named  in  the  first  class  specified  in  the  foregoing 
section,  and  shall  appear  lawful,  and  not  injurious  to  the  com- 
munity, he  shall  endorse  thereon  these  facts,  and  shall  order 
and  decree  thereon  that  the  charter  is  approved,  and  that  upon 
the  recording  of  the  said  charter  and  order,  the  subscribers 
thereto  and  their  associates,  shall  be  a  corporation  for  the  pur- 
poses and  upon  the  terms  therein  stated;  and  the  said  order 
and  charter  shall  be  recorded  in  the  office  for  the  recording  of 
deeds  in  and  for  the  county  aforesaid,  and.  from  thenceforth  the 
persons  named  therein  and  subscribing  the  same,  and  their 
associates  and  successors,  shall  be  a  corporation  by  the  name 
therein  given.      S^Ibid. ,  §  3.  ] 

•  13.  Certificates  may  be  acknowledged  before  a 
notary. — All  certificates  of  association  or  articles  of  incorpo- 
ration may  be  acknowledged  and  sworn  to  before  a  notary  pub- 
lic of  the  commonwealth  of  Pennsylvania,  in  the  same  manner, 
and  with  like  force  and  effect,  as  though  acknowledged  and 
sworn  to  before  the  recorder  of  deeds  of  the  proper  count}'. 
[Apr.  15,  1891,  P.  L.  18.] 

14.  Limit  of  income  on  personal  property  in  dis- 
cretion of  court.* — It  shall  be  the  duty  of  the  court  in  grant- 
ing a  charter  of  incorporation  for  any  purpose,  to  limit  the 
yearly  income  of  such  corporation,  other  than  from  real  estate, 
to  such  sum  as  in  the  opinion  of  the  court  will  not  be  injurious 
or  prejudicial  to  the  community.     [Feb.  20,  1854,  §3,  P.  L.  91.] 

15.  No  company  to  go  into  operation  until  regis- 
tered.— No  institution  incorporated  by  or  under  any  law  of 
this  commonwealth,  shall  go  into  operation  without  first  having 
the  name  of  the  institution  or  company,  the  date  of  incorpora- 
tion, the  place  of  business,  the  amount  of  capital  paid  in,  and 
the  names  of  the  president  and  cashier  or  treasurer  of  the  same, 
registered  in   the   office  of  the  auditor-general;  and  any  such 

*See  Nos.  9,  60,  and  70-74,  pp.  439,  456,  and  459-461. 


Pennsylvania.  441 

institution  or  company  who  shall  neglect  or  refuse  to  comply 
with  the  provisions  of  this  section,  shall  be  subject  to  a  penalty 
of  five  hundred  dollars,  which  penalty  shall  be  collected  on  an 
account  settled  by  the  accountant  officers,  as  taxes  on  bank 
dividends  are  now  settled  and  collected.  [April  21,  1858,  §3, 
P.  L.  420.] 

16.  Letters  patent  may  be  issued. — Upon  the  appli- 
cation of  the  president  and  secretary  of  any  corporation  here- 
tofore or  hereafter  created  under  any  general  or  special  law  of 
this  commonwealth,  accompanied  by  due  proof  that  said  corpo- 
ration has  complied  with  all  the  conditions  provided  by  law  and 
the  constitution  to  enable  it  to  have  a  corporate  existence  and 
transact  business,  it  shall  be  lawful  for  the  governor  to  issue 
letters-patent,  under  the  great  seal  of  the  commonwealth,  in 
such  form  as  he  may  prescribe,  to  such  corporation,  declaring 
it  to  be,  and  erecting  it  into  a  body  corporate  or  politic  in  deed 
and  in  law.     [May  15,  1874,  §  i,  P.  L.  186.] 

17.  Charters  under  this  act  in  full  force. — The  mcor- 
poration  of  any  association  of  persons  for  the  purposes  named 
in  this  act,  or  accepting  the  same,  shall  be  held  and  taken  to  be 
of  the  same  force  and  effect  as  if  the  powers  and  privileges 
conferred,  and  the  duties  enjoined,  had  -been  conferred  and 
enjoined  by  special  act  of  the  legislature;  and  the  franchises 
granted  shall  be  construed  according  to  the  same  rules  of  law 
and  equity  as  if  it  had  been  created  by  special  charter;  and  no 
modification  or  repeal  of  this  act  shall  affect  any  franchise 
obtained  under  the  provisions  of  the  same.  [Apr.  29,  1874, 
§25,  P.  L.  75] 

18.  Charters  may  be  perpetual,  but  legislature 
can  revoke. — The  charters  for  incorporations  named  in  this 
act  may  be  made  perpetual,  or  may  be  limited  in  time  by  their 
own  provisions ;  and  the  general  assembly  reserves  the  power 
to  revoke  or  annul  any  charter  of  incorporation  granted  or 
accepted  under  the  provisions  of  this  act,  whenever,  in  the 
opinion  of  the  said  general  assembly,  it  may  be  injurious  to  the 
citizens  of  this  commonwealth,  in  such  manner,  however,  that 
no  injustice  shall  be  done  to  the  corporators  or  their  successors. 
[/^/^.,§5.] 

19.  Amendment  of  charters. — As  often  as  the  corpora- 
tions named  in  the  first  class,  specified  in  the  second  section  of 
the  act  to  which  this  is  a  supplement,  including  all  such  corpo- 


442  Religious  Corporations. 

rations  now  in  existence,  and  academies,  colleges  and  imiversi- 
ties,  shall  be  desirous  of  improving-,  amending  or  altering  the 
articles  and  conditions  of  their  charter,  it  shall  and  may  be  law- 
ful for  such  corporations,  respectively,  in  like  manner,  to  specify 
the  improvements,  amendments  or  alterations  which  are  or 
shall  be  desired,  and  exhibit  the  same  to  the  court  of  common 
'  pleas  of  the  proper  county  in  which  said  corporation  is  situated 
as  aforesaid;  when,  if  said  court  shall  be  of  opinion  such  alter- 
ations are  or  will  be  lawful  and  beneficial,  and  do  not  conflict 
with  the  requirements  of  the  statute  to  which  this  is  a  sup- 
plement, or  of  the  constitution,  it  shall  be  the  duty  of  said 
court  to  direct  notice  to  be  given,  as  provided  in  the  third  sec- 
tion of  the  act  to  which  this  is  a  supplement,  of  such  applica- 
tion, and  after  decree  made,  and  such  amendments  are  recorded, 
the  same  shall  be  deemed  and  taken  to  be  a  part  of  the  charter 
of  the  said  corporation.      \Ibid.,  §42.] 

20.  Change  of  name  may  be  effected  by  court. — 

It  shall  be  lawful  for  the  several  courts  of  common  pleas  of  this 
commonwealth  to  change  the  name,  style  and  title  of  any  cor- 
poration within  their  respective  counties,  with  the  same  pro- 
ceedings and  in  the  same  manner  as  they  are  now  authorized 
to  improve,  amend  or  alter  charters:  Provided,  That  no  pro- 
ceedings for  such  purpose  shall  be  entertained  by  the  courts 
until  notice  of  such  application  is  given  to  the  auditor-general, 
and  proof  of  such  fact  is  produced  to  the  courts;  and  upon 
final  decree  in  such  proceeding,  before  using  such  name,  the 
parties  in  interest  shall  file  with  the  auditor-general  a  copy  of 
the  decree  making  such  change.    [April  20,  1S69,  §  i,  P.  L.  82.] 

21.  Amendments  not  to   affect  act  of  1874,  etc.— 

Nothing  in  this  act  contained  shall  be  construed  to  repeal  or 
authorize  the  repeal  of  any  of  the  requirements  or  restrictions 
of  the  said  act  of  April  29,  1874,  and  its  supplements,  nor  to 
dispense  with  any  of  the  provisions  of  the  said  act,  nor  to 
authorize  the  right  of  eminent  domain  to  be  given  to  any  cor- 
poration by  amendment  of  its  charter,  nor  to  permit  any  change 
in  the  objects  and  purposes  of  such  corporation  as  shown  by  its 
original  charter.      [June  13,  1883,  §4,  P.  L.  122.] 

22.  Renewal  of  charters. — Corporations  created  by  or 
under  the  laws  of  this  State,  embraced  within  either  of  the 
classes  named  in  section  two  of  this  act,  the  charters  whereof 
are  about  to  expire  by  lapse  of  time  from  their  own  limitation, 


Pennsylvania.  443 

may  be  rechartered,  or  the  charters  thereof  renewed,  under 
the  provisions  of  this  act,  by  preparing,  having  approved  and 
recorded  the  certificate  named  in  said  section  for  the  class  of 
corporation  of  which  the  same  is  one.  In  addition  to  the 
requirements  provided  in  this  act  for  a  new  corporation,  the 
certificate  for  a  recharter  shall  state  the  fact  that  it  is  a  renewal 
of  the  former  charter,  naming  the  corporation  and  the  date  of 
its  first  charter;  it  shall  also  be  accompanied  with  a  certificate, 
under  the  seal  of  the  corporation,  showing  the  consent  of  at 
least  a  majority  in  interest  of  such  corporation  to  such  recharter; 
it  shall  also  state  the  financial  condition  of  the  said  corporation 
at  the  date  of  such  certificate,  showing  capital  stock  paid  in, 
funded  debt,  floating  debt,  estimated  value  of  property  and 
cash  assets,  if  any;  it  shall  expressly  accept  the  provisions  of 
the  constitution  of  this  State  and  of  this  act,  and  expressly  sur- 
render all  privileges  conferred  upon  such  corporation  by  its 
original  charter,  that  are  not  enjoyed  by  corporations  of  its 
class  under  this  act  or  general  laws  of  this  commonwealth. 
From  the  date  of  recording  of  such  certificate,  if  the  corpora- 
tion be  of  the  first  class  named  in  section  two  of  this  act,  and 
from  the  date  of  letters  patent,  if  of  the  second  class,  the  said 
rechartered  corporation  shall  be  and  exist  as  a  new  corporation, 
under  the  provisions  of  this  act  and  of  its  said  renewed  charter; 
and  all  of  the  rights,  privileges,  powers,  immunities,  lands, 
property  and  assets,  of  whatever  kind  or  character  the  same 
may  be,  possessed  and  owned  by  the  said  original  corporation, 
shall  vest  in  and  be  owned  and  enjoyed  by  the  said  rechartered 
corporation,  as  fully  and  with  like  effect  as  if  its  original 
charter  had  not  expired,  save  as  herein  and  by  said  certificate 
expressly  stated  otherwise;  and  all  suits,  claims  and  demands  by 
said  corporations  in  existence  at  the  date  of  such  recharter,  shall 
and  may  be  sued,  prosecuted  and  collected,  under  the  laws  gov- 
erning the  said  corporation  prior  to  its  recharter,  and  all  claims 
and  demands  of  every  nature  and  character  in  existence  at  said 
recharter,  may  be  collected  from  and  of  the  said  rechartered 
corporation,  as  fully  and  with  like  effect  as  if  no  change  had 
taken  place.     [Apl.  29,  1874,  §40,  P.  L.  75,] 

23.  Charters,  how  forfeited.  Appeals  to  supreme 
court. — In  all  cases  in  which,  heretofore,  any  privileges  or 
immunities  have  been  granted  to  any  corporation,  by  any  act  of 
the  general  assembly  of  the  commonwealth,  upon  terms  and 
conditions  in  such  act  prescribed,  for  the  knowing  and  inten- 


444  Religious  Corporations. 

tional  neglect  or  refusal  to  comply  with  which  terms  and  con- 
ditions, a  forfeiture  or  determination  of  such  privileges  or 
immunities  is  provided  for  in  the  act,  it  shall  be  the  duty  of  the 
attorne3"-general  of  the  commonwealth,  upon  complaint  made 
to  him  by  any  party  whose  rights  or  interests  are  affected  by 
such  neglect  or  refusal,  to  institute  forthwith  proceedings,  in  a 
court  of  competent  jurisdiction,  to  ascertain  the  fact  of  such 
neglect  or  refusal;  and  if  such  neglect  or  refusal  shall  be 
adjudged  by  such  court  to  have  occurred,  then  and  in  such 
case,  all  the  rights,  privileges,  powers  and  immunities  granted 
to  such  corporation,  upon  such  terms  and  conditions,  shall  forth- 
with cease  and  determine ;  thereupon  the  governor  of  the  com- 
monwealth shall  provide  such  organization  as  may  be  needful  to 
manage  any  such  property,  until  otherwise  directed  by  the  leg- 
islature: Provided,  hozvcver,  That  all  expenses  incident  to  the 
management  thereof  shall  be  paid  from  its  own  proceeds;  and 
nothing  in  this  act  contained  shall  be  deemed  as  authorizing 
any  liability  against,  or  expenditure  by  the  commonwealth  of 
Pennsylvania :  Provided,  That  when  proceedings  under  this  act 
are  commenced  in  any  court  other  than  the  supreme  court,  the 
right  of  appeal  to  the  supreme  court  shall  exist,  to  either  party, 
as  in  other  cases [April  i,  1870,  §  i,  P.  L.  45.] 

24.  Legislature,  power  over  charters. — Every  charter 
of  incorporation  granted,  or  to  be  granted,  shall  be  deemed 
and  taken  to  be  subject  to  the  power  of  the  legislature,  unless 
expressly  waived  therein,  to  alter,  revoke  or  annul  the  same, 
whenever  in  their  opinion  it  may  be  injurious  to  the  citizens  of 
the  commonwealth:  in  such  manner,  however,  that  no  injustice 
shall  be  done  to  the  corporators,  and  as  fully  as  if  the  reserva- 
tion of  said  power  had  been  therein  expressed.  [May  3,  1855, 
§1,  P.  L.  423.] 

25.  Defective    charters    validated.      Conditions. — 

Whereas,  from  technical  defects  and  other  causes,  a  number  of 
the  charters  of  incorporation,  the  supplements  and  amendments 
thereto,  heretofore  granted  by  the  supreme  court,  and  the  sev- 
eral courts  of  common  pleas  of  this  commonwealth,  are  defec- 
tive in  validity,  and  thereby  the  rights  of  innocent  parties 
joining  in  or  dealing  with  said  corporations  maybe  unjustly 
affected ;  therefore.  Be  it  enacted,  That  all  charters  of  incorpo- 
ration, the  supplements  and  amendments  thereto,  heretofore 
granted  by  the  supreme  court  and  the  several  courts  of  common 
pleas  of    this  commonwealth,   are  hereby  validated  and  con- 


Pennsylvania.  445 

firmed:  Provided,  That  the  provisions  of  this  act  shall  only 
apply  to  such  corporations  as  are  actually  operating  under  and 
transacting  business  in  pursuance  and  by  virtue  of  such  charters, 
supplements  and  amendments:  and  provided  further.  That  said 
corporation  shall  hold  their  charters,  supplements  aud  amend- 
ments, subject  to  all  the  requirements  and  restrictions  of  the 
constitution  of  this  commonwealth,  and  that  this  act  shall  not 
affect  any  rights  acquired  previous  to  its  enactment.      [May  11, 

1874,  §1,  P.  L.  133.] 

II.      By-Laws. 

26.  The  by-laws. — The  by-laws  of  every  corporation 
created  under  the  provisions  of  this  statute,  or  accepting  the 
same,  shall  be  deemed  and  taken  to  be  its  law,  subordinate  to 
this  statute,  the  charter  of  the  same,  the  constitution  and  laws 
of  this  commonwealth  and  the  constitution  of  the  United 
States.  They  shall  be  made  by  the  stockholders  or  members 
of  the  corporation  at  a  general  meeting  called  for  that  purpose, 
unless  the  charter  prescribes  another  body  or  a  different  mode. 
They  shall  prescribe  the  time  and  place  of  meeting  of  the  cor- 
poration, the  powers  and  duties  of  its  officials,  and  such  other 
matters  as  may  be  pertinent  and  necessary  for  the  business  to 
be  transacted,  and  inay  contain  penalties  for  the  breach  thereof, 
not  exceeding  twenty  dollars.     [May  14,  1891,  P.  L.  61.] 

III.     Officers  and  Meetings. 

27.  Officers  designated.     May  be  directors.* — The 

business  of  every  corporation  created  hereunder,  or  accepting 
the  same,  shall  be  managed  and  conducted  by  the  president,  a 
board  of  directors  or  trustees,  a  secretary  or  clerk,  a  treasurer, 
and  such  other  officers,  agents,  and  factors  as  the  corporation 
authorizes  for  that  purpose,  and  nothing  in  any  law  contained 
shall  prevent  or  be  construed  to  prohibit  the  vice-president, 
treasurer,  solicitor,  or  other  officer  of  any  corporation  organized 
or  existing  under  this  act,  from  being  a  director  of  such  com- 
pany and  receiving  at  the  same  time  such  compensation  for  his 
services  as  such  officer  of  the  board  of  directors.      \^Ibid.  ] 

28.  Directors  and  trustees  to  be  chosen  annually,  f 

— The  directors  or  trustees  shall  be  chosen  annually  by  the 
stockholders  or  members,  at  the  time  fixed  by  the  by-laws,  and 
shall  hold  their  office  until  others  are  chosen  and  qualified  in 
their  stead ;  the  manner  of  such  choice,  and  of  the  choice  or 
appointment  of  all  other  agents  and  officers  of  the  company 

*  See  No.  33,  p.  446.  t  See  No.  42,  p.  450. 


44*5  Religious  Corporations. 

shall  be  prescribed  b}^  the  by-laws.  The  number  of  directors 
or  trustees  shall  not  be  less  than  three ;  one  of  them  shall  be 
chosen  president  by  the  directors,  or  by  the  members  of  the 
corporation,  as  the  by-laws  shall  direct.  The  members  of  said 
corporation  may,  at  a  meeting  to  be  called  for  that  purpose, 
determine,  fix  or  change  the  number  of  directors  or  trustees 
that  shall  thereafter  govern  its  affairs,  and  a  majority  of  the 
whole  number  of  such  directors  or  trustees  shall  be  necessary 
to  constitute  a  quorum.      \_Ibid.'\ 

29.  Trustees  may  be  elected  by  classes.— It  shall  be 
lawful  to  insert  in  any  charter  or  amendment  of  a  charter  for  a 
corporation  of  the  first  class,  under  the  "corporation  act  of 
one  thousand  eight  hundred  and  seventy-four,"  and  its  supple- 
ments, a  provision  or  provisions  that  the  directors,  managers, 
trustees,  vestrymen  or  other  governing  body,  as  the  case  may 
be,  of  such  corporation,  may  be  elected  so  that  a  half,  or  a 
third,  or  fourth,  of  the  whole  number  only,  shall  be  elected 
each  year,  the  distribution  to  be  made  in  such  manner  as  the 
charter  may  direct.      [May  23,  1887,  §  i,  P.  L.   165.] 

30.  Prior  charters  allowing  classification  ratified.— 

In  all  cases  in  which  hereinbefore  such  provisions  have  been  in- 
troduced into  any  charter  for  a  corporation  of  the  first  class,  or 
in  any  amendment  of  a  charter  of  any  such  corporation,  either 
antedating  the  said  act  of  one  thousand  eight  hundred  and 
seventy-four  or  otherwise,  and  has  been  approved  by  the  proper 
court  and  duly  recorded,  said  provision  of  said  charter  or 
amendment  is  hereby  ratified  and  confirmed.  [May  23,  1887, 
§2,  P.  L.  165.] 

31.  Vacancies,  how  filled. — In  case  of  the  death,  re- 
moval or  resignation  of  the  president  or  any  of  the  directors, 
treasurer,  or  other  officer  of  any  such  company,  the  remaining 
directors  may  supply  the  vacancy  thus  created,  until  the  next 
election.     [Apl.  29,  1874,  §9,  P.  L.  78.] 

32.  Quorum,  where  number  increased. — Whenever 
the  number  of  directors  or  managers  of  any  corporation  may 
be  increased,  under  authority  of  law,  a  majority  of  the  whole 
number  shall  be  necessary  to  constitute  a  quorum.  [Apl.  15, 
1869,  §1,  P.  L.  29.] 

33.  Trustees  cannot  be  salaried  officers,*  or  sureties, 
nor  interested  in  contracts. — It  shall  not  be  lawful  for  any 

*See,  however,  No.  27,  p.  445. 


Pennsylvania.  447 

councilman,  InirL^ess,  trustee,  manager  or  director  of  any  cor- 
poration, municipality,  or  public  institution  to  be  at  the  same 
time  a  treasurer,  secretary  or  other  officer,  subordinate  to  the 
president  and  directors,  who  shall  receive  a  salary  therefrom, 
or  be  the  surety  of  such  officer;  nor  shall  any  member  of  any 
corporation  or  public  institution,  or  any  officer  or  agent 
thereof,  be  in  anywise  interested  in  any  contract  for  the  sale 
or  furnishing  of  any  supplies  or  materials  to  be  furnished  to 
or  for  the  use  of  any  corporation,  municipalit}^  or  public  insti- 
tution of  which  he  shall  be  a  member  or  officer,  or  for  which 
he  shall  be  an  agent,  nor  directly  nor  indirectly  interested 
therein,  nor  receive  any  reward  or  gratuity  from  any  person 
interested  in  such  contract  or  sale ;  and  any  person  violating 
these  provisions,  or  either  of  them,  shall  forfeit  his  mem- 
bership in  such  corporation,  municipality  or  institution,  and 
his  office  or  appointment  thereunder,  and  shall  be  held  guilty 
of  a  misdemeanor,  and  on  conviction  thereof,  shall  forfeit 
any  sum  not  less  than  three  times  any  advantage  he  may 
have  derived  by  such  offense,  if  any,  and  if  no  such  advantage 
have  been  received,  then  any  sum  in  the  discretion  of  the  court 
of  quarter  sessions  of  the  proper  county,  not  exceeding  five 
hundred  dollars  for  each  offense:  Provided^  That  private  corpo- 
rations heretofore  incorporated,  with  any  right  or  privilege  in 
conflict  with  this  section,  shall  not  be  affected  thereby,  until 
such  corporation  shall,  by  resolution,  agree  to  adopt  the  provi- 
sions hereof,  which  it  is  hereby  authorized  to  do.*  [Mar.  31, 
1866,  P.  L.  399.] 

34.  Secretary  or  treasurer. — The  secretary  or  clerk  shall 
be  sworn  and  shall  record  all  the  votes  of  the  corporation  and 
the  minutes  of  its  transactions  in  a  book  to  be  kept  for  that 
purpose.  The  treasurer  shall  give  bond  in  such  sum,  and  with 
such  sureties,  as  shall  be  required  by  the  by-laws  for  the  faith- 
ful discharge  of  his  duties,  and  he  shall  keep  the  moneys  of  the 
corporation  in  a  separate  book  account  to  his  credit  as  treasurer, 
and  if  he  shall  neglect  or  refuse  to  do  so,  he  shall  be  liable  to  a 
penalty  of  fifty  dollars  for  every  day  he  shall  fail  to  do  so,  to 
be  recovered  at  the  suit  of  any  informer  in  an  action  of  debt. 
[Apr.  29,  1874,  §  8,  as  amended  May  14,  1891,  P.  L.  61.] 

35.  Cumulative  voting.f— In  all  elections  for  directors, 
managers  or  trustees  of  any  corporation  created  under  the  pro- 
visions of  this  statute,  or  accepting  its  provisions,  each  member 

*  See,  also,  No.  40,  p.  449-  t  See  No.  4,  p.  437. 


44^  Religious  Corporations. 

or  stockholder  may  cast  the  whole  number  of  his  votes  for  one 
candidate,  or  distribute  them  upon  two  or  more  candidates,  as 
he  may  prefer,  that  is  to  say:  If  the  said  member  or  stock- 
holder own  one  share  of  stock,  or  has  one  vote,  and  is  entitled 
to  one  vote  for  each  of  six  directors  by  virtue  thereof,  he  may 
give  one  vote  to  each  of  said  six  directors,  or  six  votes  for  any 
one  thereof,  or  a  less  number  of  votes  for  any  less  number  of 
directors,  whatever  may  be  the  actual  number  to  be  elected, 
and  in  this  manner  may  distribute  or  cumulate  his  votes  as  he 
may  see  fit.  All  elections  for  directors  or  trustees  shall  be  by 
ballot,  and  every  share  of  stock  shall  entitle  the  holder  thereof 
to  one  vote,  in  person  or  by  proxy,  to  be  exercised  as  provided 
in  this  section.     [Apl.  25,  1876,  §  i,  P.  L.  47.] 

36.  Proxies  not  permissible  at  church  elections. — 

None  of  the  provisions  of  the  act  entitled  "  An  act  to  regulate 
proxies,"  passed  the  twenty-eighth  day  of  March,  1820,  shall  be 
deemed  to  extend  to  any  association  incorporated  for  religious, 
charitable  or  literary  purposes.  [March  31,  1821;  7  Sm.  L., 
446,  §  I.] 

37.  Election  officers  to  be  sworn. — No  person  acting 
as  judge  or  olficer  holding  an  election  for  any  such  corporation, 
shall  enter  on  the  duties  of  his  office  or  appointment  until  he 
take  and  subscribe  an  oath  or  affirmation  before  a  judge,  alder- 
man, justice  of  the  peace,  or  other  person  qualified  by  law  to 
administer  oaths,  that  he  will  discharge  the  duties  of  his  office 
or  appointment  with  fidelity,  that  he  will  not  receive  any  vote 
but  such  as  he  verily  believes  to  be  legal;  and  if  any  such  judge 
or  officer  shall,  knowingly  and  willfully,  violate  his  oath  or  affir- 
mation, he  shall  be  siibject  to  all  the  penalties  imposed  by  law 
upon  the  officers  of  the  general  election  of  this  commonwealth 
violating  their  duties,  and  shall  be  proceeded  against  in  like 
manner  and  with  like  effect ;  and  if  any  election,  as  aforesaid, 
be  held  without  the  person  holding  the  same  having  first  taken 
an  oath  or  affirmation,  as  aforesaid,  or  be  invalid  for  any  other 
reason,  such  election  shall  be  set  aside  in  the  manner  now  pro- 
vided by  law,  and  a  new  election  ordered  by  the  court  of  com- 
mon pleas  of  the  proper  county,  upon  the  petition  of  not  less 
than  five  stockholders  supported  by  proof  satisfactory  to  said 
court.      [April  29,  1874,  §8,  P.  L.  75.] 

38.  Trustees  may  alter  place  of  meetings. — It  shall 
be  competent  for  the  trustees,  directors  or  managers  of  any 
corporation  heretofore  or  hereafter  established  by  the  laws  of 


Penksylvania.  449 

this  commonwealth,  or  for  the  stockholders  therein,  at  their 
general  meetings,  to  alter  the  times  and  places  fixed  by  law  for 
the  meeting  of  said  trustees,  managers,  directors  or  stock- 
holders, full  notice  of  such  intended  alteration  having  been 
given  at  a  previous  meeting  of  said  trustees,  directors,  mana- 
gers or  stockholders:  Provided^  That  no  such  alteration  shall 
be  made  in  the  time  of  meeting  of  said  trustees,  managers  or 
directors,  but  with  the  consent  of  two-thirds  of  their  number, 
or  in  the  time  of  meeting  of  the  said  stockholders,  but  with  the 
consent  of  two-thirds  of  their  number,  convened  at  a  general 
meeting.     [Feb.  6,  1830,  P.  L.  42,  §2.] 

39.  Meetings  may  be  held  outside  the  State,  ex- 
cept annual  elections. — In  all  cases  where  the  company  has 
been  incorporated  under  the  laws  of  this  State,  and  a  majority 
of  the  directors,  corporators,  or  stockholders  thereof  are  citi- 
zens of  any  other  State,  said  corporation  may  be  organized, 
and  all  the  meetings  of  such  corporators,  directors,  or  stock- 
holders, held  in  such  place,  whether  in  this  State  or  elsewhere, 
as  such  majority  may,  from  time  to  time,  appoint:  Provided^ 
hozvever,  That  the  annual  election,  for  officers  of  such  corpora- 
tion, shall  be  held  in  the  State  of  Pennsylvania,  at  such  time 
and  place,  and  upon  such  notice,  by  publication,  in  the  news- 
papers of  this  State,  as  the  by-laws  of  such  corporation  may, 
from  time  to  time  determine.  [Nov.  27,  1865,  §  i,  P.  L.  [1866] 
1228.] 

IV.      Miscellaneous  Provisions. 

40.  Contracts  secured  by  undue  influence  void, 
etc.* — Any  person  who  shall  contract  for  the  sale,  or  sell  any 
supplies  or  materials  as  aforesaid,  and  shall  cause  to  be  inter- 
ested in  any  such  contract  or  sale,  any  member,  officer  or  agent 
of  any  corporation,  municipality  or  institution,  or  give  or  offer 
any  such  person  any  reward  or  gratuity,  to  influence  him  or  them 
in  the  discharge  of  their  official  duties,  shall  not  be  capable  of 
recovering  anything  upon  any  contract  or  sale,  in  relation  to 
which  he  may  have  so  practiced,  or  attempted  to  practice  cor- 
ruptly, but  the  same  shall  be  void,  and  such  parties  shall  be 
liable  to  conviction  for  a  misdemeanor  in  the  court  of  quarter 
vSessions  of  the  proper  county,  and  shall  be  fined  three  times 
the  amount  so  given  or  offered  corruptly,  if  ascertained,  and  if 
not  ascertained,  any  sum  not  exceeding  five  hundred  dollars,  in 
the  discretion  of  said  court.     [Mar.  31,  1866,  P.  L.  399.] 

*  See  No.  33,  p.  446. 


45°  Religious  Corporations. 

41.  No  individual  liability  for  debt.— The  officers  and 
stockholders  of  corporations  organized  under  or  accepting  the 
provisions  of  this  act,  shall  not  be  individually  liable  for  the 
debts  of  said  corporation,  otherwise  than  in  this  (act)  provided. 
[Apr.  29,  1874,  P.  L.  75, '§24.] 

42.  Married  women  eligible  in  religious  societies. — 

In  all  cases  married  women  shall  be  deemed  and  held  qualified, 
or  free  from  any  disability  on  account  of  coverture,  for  appoint- 
ment and  acting  as  corporators  or  officers  of  all  associations 
incorporated  heretofore,  or  that  may  be  hereafter  incorporated, 
for  purposes  of  learning,  benevolence,  charity  or  religion. 
[Apl.  9,  1879,  §1,  P.  L.  16.] 

43.  Privileges  conferred  dependent  upon  accept- 
ance of  constitution. — No  general  or  special  law  shall  be 
passed,  conferring  a  benefit  upon  any  corporation,  unless  such 
corporation  shall  have  previously  filed  in  the  office  of  the 
auditor-general,  the  acceptance  of  the  provisions  of  the  consti- 
tution.     [May  22,  1878,  §  I,  P.  L.  84.] 

44.  Acceptance  of  constitution,  how  effected. — Such 
acceptance  may  be  made  by  resolution,  adopted  at  a  regular  or 
called  meeting  of  the  directors  or  trustees,  or  other  proper  offi- 
cers of  any  such  corporation,  which  shall  be  certified  under  the 
seal  of  the  corporation,  and  filed  in  the  office  of  the  auditor- 
general.     [May  22,  1878,  §2,  P.  L.  84.] 

45.  Record  of  acceptance. — The  auditor-general  shall 
cause  a  copy  of  such  resolution  to  be  recorded  in  a  book,  to  be 
kept  for  such  purpose ;  and  a  transcript  of  the  same,  under  the 
seal  of  the  office,  shall  be  evidence  for  all  purposes.  [May  22, 
1878,  §3,  P.  L.  84.] 

46.  Prior  corporations  may  accept  provisions  of  this 
act. — Any  corporation  or  corporations  for  any  of  the  purposes 
named  and  covered  by  the  provisions  of  this  act,  heretofore 
granted  by  any  special  act  or  acts,  or  in  existence  under  the 
provisions  of  any  general  law  of  this  commonwealth,  shall  be 
entitled  to  all  the  privileges,  immunities,  franchises  and  powers 
conferred  by  this  act  upon  corporations  to  be  created  under  the 
same,  upon  filing  in  the  office  of  the  secretary  of  the  common- 
wealth a  certificate  of  a  single  corporation,  or  a  joint  certificate, 
if  two  or  more  corporations,  incorporated  for  and  doing  the 
same  kind  of  business,  under  the  seal  or  seals  of  said  corpora- 


Pennsylvania.  451 

tion  or  corporations,  accepting  the  provisions  of  the  constitu- 
tion and  of  this  act,  duly  authorized  by  a  meeting  of  stock- 
holders called  for  that  purpose ;  and  upon  such  acceptance  and 
approval  by  the  governor,  he  shall  issue  letters-patent  to  said 
corporation,  or  if  two  or  more  corporations,  to  said  corporations 
as  one  corporation,  under  such  name  as  shall  be  designated  by 
said  corporation  or  corporations  in  said  single  or  joint  certifi- 
cate, together  with  the  amount  and  capital,  number  of  shares 
and  par  value  thereof,  as  shall  be  designated  by  said  corpora- 
tion or  corporations  in  said  certificate:  Provided,  That  where 
two  or  more  corporations  shall  make  a  joint  certificate  as  afore- 
said, and  letters-patent  shall  be  issued  to  said  new  corporation, 
said  corporations  shall  thenceforth  be  deemed,  held  and  taken 
to  be  merged  and  consolidated,  and  be  subject  to  all  the  limita- 
tions and  liabilities  of  this  act.      [Apl.  29,  1874,  §  26,  P.  L.  75.] 

47.  Consolidation  of  corporations. — And  if  any  two 

or  more  such  corporations  shall  desire  to  consolidate  and  merge 
with  each  other,  or  one  or  more  within  the  other,  upon  applica- 
tion to  the  court  of  common  pleas  of  the  county  in  which  the 
corporation  is  situated,  into  which  the  one  or  more  desired  to 
merge  or  become  consolidated  with  the  same,  proceedings  shall 
take  place  as  are  required  on  an  application  to  amend ;  and 
upon  decree  being  made  by  said  court,  and  the  same  being 
recorded  in  said  county,  upon  the  terms  specified  in  said  appli- 
cation, the  said  corporations,  with  all  their  rights,  privileges, 
franchises,  powers  and  liabilities,  shall  merge  and  be  consoli- 
dated into,  by  the  name,  style  and  title  given  to  the  same  in 
such  degree,  and  upon  the  terms,  limitations,  and  with  the 
powers  stated  and  conferred  in  said  application  and  decree. 
\Ibid.,  §42.] 

48.  Secretary  of  state  to  publish  list  of  charters.— 

It  shall  be  the  duty  of  the  secretary  of  the  commonwealth  to 
prepare  and  publish,  with  every  edition  of  the  pamphlet  laws, 
a  certified  list  of  all  charters  of  incorporation  filed  in  his  office, 
and  incorporated  under  the  provisions  of  this  act,  stating  the 
style,  title,  purpose  and  location  of  every  such  corporation,  and 
he  shall  prepare  and  publish  a  complete  alphabetical  index  to 
the  same.     [April  29,  1874,  §45,  P.  L.  107.] 

V.     Dissolution  of  Corporations. 

49.  How  dissolution  effected.  No  diversion  of  trusts 
permitted. — It  shall  be  lawful  for  any  court  of  common  pleas 


452  Religious  Corporations. 

of  the  proper  county,  to  hear  the  petition  of  any  corporation, 
under  the  seal  thereof,  by  and  with  the  consent  of  a  majority 
of  a  meeting  of  the  corporators,  duly  convened,  praying  for 
permission  to  surrender  any  power  contained  in  its  charter,  or 
for  the  dissolution  of  such  corporation;  and  if  such  court  shall 
be  satisfied  that  the  prayer  of  such  petition  may  be  granted, 
without  prejudice  to  the  public  welfare,  or  to  the  interests  of 
the  corporators,  the  court  may  enter  a  decree  in  accordance 
with  the  prayer  of  the  petition,  whereupon  such  power  shall 
cease,  or  such  corporation  be  dissolved  Provided,  That  the 
surrender  of  any  such  power  shall  not  in  anywise  remove  any 
limitation  or  restriction  in  such  charter;  and  that  the  accotmts 
of  the  managers,  directors  or  trustees  of  any  dissolved  company 
shall  be  settled  in  such  court,  and  be  approved  thereby;  and 
dividends  of  the  effects  shall  be  made  among  any  corporators 
entitled  thereto,  as  in  the  case  of  assignees  and  trustees:  Pro- 
vided furtJicr,  That  no  property  devoted  to  religious,  literary 
or  charitable  uses  shall  be  diverted  from  the  objects  for  w^hich 
they  were  given  or  granted:  Provided^  That  the  decree  of  said 
court  shall  not  go  into  effect,  until  a  certified  copy  thereof  be 
filed  and  recorded  in  the  office  of  the  secretary  of  the  common- 
wealth.    [Apl.  9,  1856,  §  I,  P.  L.  293.] 

50.  Courts  which  have  jurisdiction.    Notice. — The 

"proper  county"  intended  by  said  act,  approved  as  aforesaid, 
may  be  at  the  option  of  any  corporation  praying  for  permission 
to  dissolve  in  the  way  and  manner  in  said  act  designated,  either 
the  county  in  which  the  principal  operations  of  the  corporation 
are  conducted,  or  that  county  in  which  its  principal  office  or 
place  of  business  is  located:  Provided^  That  notice  of  said 
application  shall  be  given,  by  publication  in  the  papers  in  the 
county  in  which  the  principal  operations  are  conducted,  and 
that  in  which  the  principal  office  is  located.  [April  4,  1872, 
§  I,  P.  L.  40.] 

51.  Sale  of  real  estate,  how  effected. — Whenever  it 
has  occurred  or  shall  happen  that  any  corporation  has  been  or 
shall  be  dissolved,  whether  by  decree  of  court,  expiration  of 
time  or  otherwise,  owning  land  or  other  real  estate  within  this 
commonwealth,  it  shall  and  may  be  lawful  for  the  court  of 
common  pleas  of  the  county  wherein  the  real  estate  is,  or  shall 
be  located,  upon  the  petition  of  any  one  or  more  of  the  share- 
holders or  corporators,  or  their  legal  representatives,  and  per- 
sonal notice  to,  and  service  upon,  all  known  parties  in  interest 


Pennsylvania.  453 

whose  places  of  residence  are  known,  and  such  further  notice 
by  advertisement  to  others  interested  as  the  court  may  direct, 
if  no  reasonable  and  sufficient  cause  be  shown  to  the  contrary, 
to  authorize  the  sale  of  such  real  estate,  in  fee  simple,  at  either 
public  or  private  sale,  upon  such  terms  as  the  court  may  desig- 
nate, by  a  trustee  to  be  appointed  for  that  purpose,  which  trus- 
tee, before  making  such  sale,  shall  give  security  for  the  faithful 
application  of  the  proceeds  of  such  sale  according  to  law,  to  be 
approved  by  the  court,  in  double  the  probable  value  of  the  land 
to  be  sold,  and  the  proceeds  of  such  sale  shall  be  distributed  by 
the  party  making  the  same,  as  part  of  the  effects  of  the  defunct 
corporation,  to  creditors  or  shareholders,  as  the  said  court  may 
adjudge  them  to  be  entitled,  and  if  said  corporation  had  made 
sale  of  real  estate  and  had  not  conveyed  the  same,  such  court 
may  decree  conveyance  in  specific  execution  of  such  contract 
in  manner  aforesaid.     [Apl.  15,  1891,  P.  L.  15.] 

52.  Receiver  may  be  appointed. — Whenever  any  cor- 
poration incorporated  under  the  laws  of  this  commonwealth 
shall  be  dissolved  upon  judgment  of  ouster  upon  proceedings  by 
quo  zvarranto  in  any  court  of  competent  jurisdiction,  the  said 
court,  or  in  vacation  any  one  of  the  law  judges  thereof,  shall 
have  power  to  appoint  a  receiver,  who  shall  have  all  the  powers 
of  a  receiver  appointed  by  a  court  of  chancery,  to  take  posses- 
sion of  all  the  estate,  both  real  and  personal  thereof,  and  make 
distribution  of  the  assets  among  the  persons  entitled  to  receive 
the  same  according  to  law. 

The  powers  of  such  receiver  may  continue  as  long  as  the 
court  deems  necessary  for  said  purposes,  and  he  shall  be  held  to 
supersede  an  assignee  of  the  corporation  in  possession.  [Apl. 
26,  1893,  §1,   P.  L.  26.] 

53.  Act  applies  to  corporations  heretofore  dissolved. 

— The  provisions  of  this  act  shall  also  apply  to  any  corporation 
that  has  been  heretofore  dissolved  by  judgment  of  ouster  upon 
proceedings  of  quo  warranto  in  any  court  of  competent  juris- 
diction, the  affairs  of  which  have  not  been  settled  and  adjusted. 
[Apl.  26,  1893,  §2,  P.  L.  26] 

VI.     Religious  Societies. 
Specific  Provisions. 

54.  Registers  to  be  evidence. — The  registry  now  kept 
or  which  shall  hereafter  be  kept  by  any  religious  society,  in 


454  Religious  Corporations. 

their  respective  meeting-book  or  books,  of  any  marriage,  birth 
or  burial,  within  this  province,  or  territories  thereof,  shall  be 
held  good  and  authentic,  and  shall  be  allowed  of  upon  all  occa- 
sions whatsoever.     [1700,  §  i,  i  Sm.,  20.] 

55.  Real  estate  grants  confirmed.— All  sales,  gifts  or 
grants,  made  of  any  lands  or  tenements  within  the  province  of 
Pennsylvania  to  any  person  or  persons  in  trust  for  sites  of 
churches,  houses  of  religious  worship,  schools,  almshouses,  and 
for  burying-grounds,  or  for  any  of  them,  shall  be  and  are  hereby 
ratified  and  confirmed  to  the  person  or  persons  to  whom  the 
same  were  sold,  given  or  granted,  their  heirs  and  assigns,  in 
trust  nevertheless,  and  for  the  use  of  the  respective  religious 
societies  for  whose  use  the  same  were  at  first  sold,  given, 
granted  or  purchased,  according  to  the  true  intent  and  meaning 
of  such  gifts  and  grants.  And  every  sale,  gift,  grant  or  devise 
of  any  such  trustee  or  trustees,  or  any  person  or  persons  in 
whose  name  or  names  the  said  lands  for  erecting  churches, 
houses  of  religious  worship,  schools,  almshouses,  or  burying- 
grounds  within  this  province,  were  purchased,  taken  or 
accepted,  or  the  heirs  or  assigns  of  such  trustees,  shall  be  and 
are  hereby  declared  to  be  for  the  sole  use,  benefit  and  behoof 
of  the  said  respective  societies  who  have  been  in  the  peaceable 
possession  of  the  same  for  the  space  of  twenty-one  years  next 
before  the  tenth  day  of  June,  in  the  year  of  our  Lord  1730,  or 
for  whose  use  the  same  were  at  first  given,  granted  or  devised, 
and  no  other.      [Feb.  6,  1730,  §2,  i  Sm.,  193.] 

56.  Lands  may  be  held  subject  to  denominational 
rules. —  It  shall  and  may  be  lawful  for  any  religious  denomina- 
tion or  society  within  this  commonwealth,  to  purchase,  take, 
receive  and  hold,  by  deed,  gift,  grant  or  otherwise,  lands  or 
tenements,  for  the  purpose  of  burial-grounds,  churches,  par- 
sonages, schoolhouses  and  almshouses,  for  any  estate  whatso- 
ever, and  to  have  and  to  hold  the  same  according  to  the  respec- 
tive rules  and  disciplinary  regulations  of  said  religious  societies. 
Provided^  That  nothing  in  this  act  contained  shall  be  construed 
to  permit  any  religious  denomination  or  society,  or  any  person 
in  trust  for  them,  unless  specially  authorized  by  its  charter,  to 
purchase,  hold  or  take  real  estate,  except  for  the  purposes 
aforesaid.     [Aug.  2,  1842,  §32,  P.  L.  465.] 

57.  No  ecclesiastical  person  to  have  capacity  to 
transmit  property   in   succession. — No  bishop,    or  other 


Pennsylvania.  455 

ecclesiastic  in  any  church  shall  hereafter  hold  an}'  real  or  per- 
sonal estate  in  this  commonwealth,  with  a  capacity  to  transmit 
the  title  thereof  to  his  successor  in  office,  otherwise  than  as  any 
other  individual  holdin^^  the  same  in  his  private  or  natural 
capacity  might  do;  and  any  law  conferring  such  capacity  to 
transmit  by  operation  of  law,  property  to  any  successor  in  any 
ecclesiastical  office,  is  hereby  repealed;  Provided,  That  this 
repeal  shall  not  affect  the  validity  of  any  titles  now  held,  as 
aforesaid,  but  the  same  may  be  aliened  or  devised  as  property 
held  by  such  ecclesiastical  officer  in  his  natural  capacity,  but 
for  the  like  uses  and  trusts  as  the  same  would  be  subject  to  if 
this  act  were  not  passed.      [Apl.  26,  1855,  §  6,  P.  L.  331.] 

58.  Property  of  corporations  subject  to  the  lay 
members. — Whensoever  any  property,  real  or  personal,  shall 
hereafter  be  bequeathed,  devised  or  conveyed  to  any  ecclesias- 
tical corporation,  bishop,  ecclesiastic  or  other  person,  for  the 
use  of  any  church,  congregation  or  religious  society,  for  relig- 
ious worship  or  sepulture,  or  the  maintenance  of  either,  the 
same  shall  not  be  otherwise  taken  and  held,  or  inure,  than  sub- 
ject to  the  control  and  disposition  of  the  lay  members  of  such 
church,  congregation,  or  religious  society,  or  such  constituted 
officers  or  representatives  thereof,  as  shall  be  composed  of  a 
majority  of  lay  members,  citizens  of  Pennsylvania,  having  a 
controlling  power,  according  to  the  rules,  regulations,  usages, 
or  corporate  requirements  thereof,  so  far  as  consistent  here- 
with; and  no  charter  hereafter  granted  by  any  court,  for  any 
church,  congregation  or  religious  society  shall  be  valid,  without 
requiring  such  property  to  be  taken,  held  and  to  inure,  subject 
as  aforesaid,  except  such  religious  society,  who  shall  be  com- 
posed exclusively  of  others  than  laymen,  may  have  trustees  or 
corporators  of  the  same  description  of  persons.  [Apr.  26,  1855, 
§  7,  P.  L.  331,  as  amended^  June  2,  1887,  P.  L.  298.] 

59.  Majority  of  unincorporated  church  may  choose 
clerical  trustees. — Provided,  That  it  shall  be  lawful  for  the 
majority  of  the  male  members,  of  lawful  age,  of  any  unincor- 
porated church,  congregation,  or  religious  society,  to  choose 
for  their  trustee  or  trustees  any  other  person  or  persons  than  a 
layman,  and  whenever  not  previously  declared,  to  declare  the 
manner  in  which  the  title  to  their  trust  property  shall  be  held 
and  conveyed,  subject,  however,  to  all  the  terms  and  con- 
ditions upon  which  the  same  may  have  been  bequeathed, 
devised  or  conveyed  to  such  unincorporated  church,  congrega- 


456  Religious  Corporations. 

tion  or  religious  society,  and  upon  due  proof  of  such  consent, 
any  court,  having  jurisdiction  over  trusts,  may  direct  the  legal 
title  to  be  conveyed  accordingly;  but  nothing  herein  contained 
shall  authorize  the  diversion  of  any  property  from  the  purposes, 
uses  and  trusts  to  which  it  may  have  been  heretofore  lawfully 
dedicated,  or  to  which  it  may  hereafter  consistently  herewith, 
be  lawfully  dedicated,     [/did.] 

60.  Amount  of  property  held  by  aliens  limited.— 

And  provided.,  That  no  alien  shall  hereafter  acquire  and  hold, 
either  as  trustee  or  in  his  own  right,  real  estate  of  a  greater 
annual  value  than  is  hereby  limited  to  be  held  by  a  corporation. 
{Ibid.] 

61.  Mortmain  restriction. — No  estate,  real  or  personal, 
shall  hereafter  be  bequeathed,  devised  or  conveyed  to  any  body 
politic,  or  to  any  person,  in  trust  for  rehgious  or  charitable 
uses,  except  the  same  be  done  by  deed  or  will,  attested  by  two 
credible,  and,  at  the  time,  disinterested  witnesses,  at  least  one 
calendar  month  before  the  decease  of  the  testator  or  alienor, 
and  all  dispositions  of  property  contrary  hereto  shall  be  void; 
and  go  to  the  residuary  legatee  or  devisee,  next  of  kin  or  heirs, 
according  to  law;  Provided.  That  any  disposition  of  property 
within  said  period,  bona  fide  made,  for  a  fair  valuable  consider- 
ation, shall  not  be  hereby  avoided.     [Apl.  26,  1855,  §  11,  P.  L. 

33I-] 

62.  All  gifts  subject  to  act  of  1855.— All  dispositions 
of  property  hereafter  made  to  religious,  charitable,  literary  or 
scientific  uses,  and  all  incorporations  or  associations  formed  for 
such  objects,  shall  be  taken  to  have  been  made  and  formed 
under  and  in  subordination  to  all  the  duties  and  requisitions  of 
this  act,  as  rules  of  property,  and  laws  for  their  government. 
[Apl.  26,  1855,  §15,  P.  L.  331.] 

63.  Property  illegally  held  to  escheat. — All  property 
hereafter  acquired  and  held  by  persons,  corporations  or  associ- 
ations, forbidden  by  this  act  to  hold  the  same,  or  held  contrary 
to  the  intent  of  this  act,  and  all  such  hereafter  acquired,  and 
held  beyond  the  limit  prescribed  as  aforesaid  by  this  act,  shall 
escheat  to  this  commonwealth;  and  upon  the  same  being 
adjudged  to  have  escheated,  under  proceedings  in  court,  by  quo 
zvarranto.^  in  all  respects  as  is  provided  by  law  in  the  case  of  the 
usurpation  of  any  corporate  franchise,  the  same  shall  be  taken 
in  possession  and  disposed  of,  and  with  the  like  compensation 


Pennsylvania.  457 

to  the  person  or  persons  informing  and  procuring  the  inquisi- 
tion, as  in  cases  of  property  escheated  for  defect  of  heirs:  Pro- 
vided^ That  no  property  now  held,  or  hereafter  lawfully 
acquired,  shall  afterwards  become  defeasible  in  title  by  reason 
of  any  subsequent  rise  in  the  value  thereof;  but  such  rise,  after 
it  shall  occur,  shall  be  taken  into  view  to  preclude  a  further 
acquisition,  and  holding  beyond  the  limit  aforesaid ;  and  pro- 
vided, That  the  legislature  may  relieve,  upon  such  terms  as 
may  be  deemed  just  and  for  the  public  good,  from  any  forfeit- 
ure as  aforesaid,  upon  the  payment  to  the  party  informing  or 
prosecuting  his  actual  expenses,  and  such  further  reasonable 
compensation  as  the  legislature  may  prescribe.  [Apl.  26,  1855, 
§9,  P.  L.  331.] 

64.  Property  or  income  illegally  held,  duty  of  the 
auditor-general. — It  shall  be  the  duty  of  the  auditor-general, 
whenever  he  shall  have  reason  to  believe  that  any  property 
shall  be  defeasibly  held,  and  liable,  upon  office  found,  to  accrue 
to  the  treasury,  or  that  the  income  of  any  corporation  or  asso- 
ciation as  aforesaid,  shall  exceed  the  limit  allowed  by  law,  to 
call  upon  any  and  all  officers  or  trustees  thereof,  to  make 
within  thirty  days,  a  true  return  and  exhibit  of  all  their  prop- 
erty, and  the  annual  income  thereof ;  and  if  no  return  be  made 
within  such  time,  or  the  same  be  unsatisfactory  to  him,  it  shall 
be  further  his  duty  to  cause  to  be  filed  a  bill  of  discovery  in 
the  supreme  court,  or  in  any  court  of  the  proper  county  having 
equity  jurisdiction,  against  the  officers  or  trustees  of  any  such 
corporation  or  association,  which  the  defendants  therein  shall 
answer  under  the  compulsion  usual  in  such  cases;  and  their 
answers  may  be  used  in  any  proceeding  to  assert  the  rights  of 
the  commonwealth.     [Apl.  26,  1855,  §  14,  P.  L.  331.] 

65.  Certain  purchases  of  real  estate  confirmed. — 

When,  under  existing  laws,  any  religious  corporation  shall 
apply  to  the  court  of  common  pleas  for  an  amendment  or  alter- 
ation of  their  charter,  so  as  to  acquire  and  hold  real  estate,  and 
after  decree  and  amendments  are  recorded  and  shall  become  a 
part  of  the  charter  of  the  said  corporation,  then  such  real 
estate  which  was  purchased  by  and  conveyed  unto  said  corpora- 
tion, before  amendment  of  their  charter  shall  inure  and  vest  in 
said  corporation,  with  the  same  force  and  effect  as  if  originally 
empowered  to  hold  and  acquire  real  estate :  Provided,  That  no 
inquisition  shall  have  been  taken  against  the  real  estate  so  held 
to  escheat,  previous  to  the  amendment  of  such  charter:  and 
33 


458  Religious  Corporations. 

provided  furtJicr,  That  such  real  estate  shall  not  exceed  the 
amount  in  value  which  religious  corporations  are  allowed  to 
hold  by  charter.     [Apl.  11,  1879,  §  i,  P.  L.  22.] 

66.  Trust  in  favor  of  churches,  etc.,  not  to  fail  for 
want  of  trustee. — No  disposition  of  property  heretofore  or 
hereafter  made  for  any  religious,  charitable,  literary  or  scien- 
tific use,  shall  fail  for  want  of  a  trustee,  or  by  reason  of  the 
objects  being  indefinite,  uncertain  or  ceasing,  or  depending 
upon  the  discretion  of  a  last  trustee,  or  being  given  in  per- 
petuity or  in  excess  of  the  annual  value  hereinbefore  limited, 
but  it  shall  be  the  duty  of  any  orphans'  court,  or  court  having 
equity  jurisdiction  in  the  proper  county,  to  supply  a  trustee, 
and  by  its  decrees  to  carry  into  effect  the  intent  of  the  donor  or 
testator,  so  far  as  the  same  can  be  ascertained  and  carried  into 
effect  consistently  with  law  or  equity;  for  which  purpose  the 
proceedings  shall  be  instituted  by  leave  of  the  attorney-general 
of  the  commonwealth,  on  the  relation  of  any  institution,  asso- 
ciation, corporation  not  for  profit  or  individual,  desirous  of  car- 
rying such  disposition  into  effect,  and  willing  to  become  respon- 
sible for  the  costs  thereof,  subject  to  an  appeal  as  in  other  cases 
in  said  courts  respectively,  and  to  be  reviewed,  reversed, 
affirmed  or  modified  by  the  supreme  court  of  this  State ;  but  if 
the  objects  of  the  trust  be  not  ascertainable,  or  have  ceased  to 
exist,  or  such  disposition  be  in  excess  of  the  annual  value  per- 
mitted by  law,  or  in  perpetuity,  such  disposition,  so  far  as  ex- 
ceeding the  power  of  the  courts  to  determine  the  same  by  the 
rules  of  law  or  equity,  shall  be  taken  to  have  been  made  sub- 
ject to  be  further  regulated  and  disposed  of  by  the  legislature 
of  this  commonwealth,  in  manner  as  nearly  in  conformity  with 
the  intent  of  the  donor  or  testator  and  the  rules  of  law  against 
perpetuities  as  practicable,  or  otherwise  to  accrue  to  the  public 
treasury  for  the  public  use :  Provided^  That  this  act  as  amended 
shall  not  apply  to  any  case  which  has  been  adjudicated  prior  to 
the  adoption  of  this  amendment.  [Apl.  26,  1855,  §  10,  P.  L. 
331,  as  amended.  May  23,  1895,  P.  L.  114,  supp.  2536.] 

67.  On  failure  of  provisions  of  wills  property  to 
be  distributed  to  heirs.— In  the  disposition  of  property  by 
will  made  or  to  be  made  for  any  religious,  charitable,  literary, 
educational  or  scientific  use  or  purpose,  if  the  same  shall  be 
void  for  uncertainty,  or  the  object  of  the  trust  be  not  ascertain- 
able, or  has  ceased  to  exist,  or  be  an  unlawful  perpetuity,  such 
property  shall  go  to  the  heirs  at  law  and  next  of  kin  of  the 


Pennsylvania  459 

decedent,  as  in  the  case  of  persons  who  have  died  or  may  die 
intestate.      [Jnl}-  7,  1885,   P.  L.  259.] 

68.  Trusts  for  religious  uses  to  be  put  into  effect 
by  the  courts. — No  disposition  of  property  heretofore  or  here- 
after made  for  any  rehgious  or  charitable  use,  shall  fail  for  want 
of  a  trustee  or  by  reason  of  the  objects  ceasing",  or  depending 
upon  the  discretion  of  a  last  trustee,  or  being  given  in  perpet- 
uity, or  in  excess  of  the  annual  value  limited  by  law;  but  it 
shall  be  the  duty  of  any  court  having  equity  jurisdiction  in  the 
proper  county,  to  supply  a  trustee,  and  by  its  decrees  to  carry 
into  effect  the  intent  of  the  donor  or  testator,  so  far  as  the  same 
can  be  ascertained  and  carried  into  effect  consistently  with  law 
or  equity,  subject  to  an  appeal  as  in  other  cases  in  said  courts 
respectively,  and  to  be  reviewed,  reversed,  affirmed  or  modified 
by  the  supreme  court  of  this  State :  Provided,  hoiuever,  That 
the  provisions  of  this  act  shall  not  apply  to  causes  now  in  litiga- 
tion.    [May  9,  1889,  P.  L.  173.] 

69.  Limit  upon  property  of  unincorporated  societies. 

— It  shall  not  be  lawful  for  any  unincorporated  literary,  relig- 
ious or  charitable  society,  church,  association  or  congregation 
hereafter  to  acquire  and  hold,  either  in  the  associate  name,  or 
that  of  trustees,  or  otherwise,  real  or  personal  property  that  in 
the  aggregate  is  of  a  greater  yearly  value  than,  if  incorporated, 
it  would  be,  allowed  to  hold,  under  the  general  laws  of  this 
commonwealth  for  incorporating  such  associations;  nor  shall  it 
be  lawful  for  any  corporation  incorporated  under  any  law  of 
this  State,  hereafter  to  acquire  and  hold  through  any  trustee  or 
trustees,  or  by  any  other  device  whatsoever,  real  or  personal 
estate  to  a  greater  amount  or  value  than  such  incorporation  is 
by  its  charter  allowed  to  hold :  Provided,  That  any  property 
now  held  as  aforesaid,  in  excess  of  such  value,  shall  not  be 
hereby  invalidated  or  prejudiced,  in  title  or  otherwise.  [Apr. 
26,  1855,  §4,  P.  L.  ZZ^^ 

70.  Limit  upon  property  of  religious  societies. 
Method  of  ascertaining  excess. — Any  literary,  religious, 
charitable  or  beneficial  society,  congregation,  association  or 
corporation,  having  capacity  to  take  and  hold  real  and  personal 
estate  within  this  commonwealth,  may  acquire  and  hold  the 
same  to  the  extent  in  the  aggregate  of  the  clear  annual  value 
of  five  thousand  dollars,  and  to  no  greater  extent,  without  an 
express  legislative  sanction;   and  in  ascertaining  such  value, 


460  Religious  Corporations. 

all  vacant  lots  or  lands  shall  be  taken  to  be  of  the  annual  value 
at  which  such  lots  or  lands  could  be  let  upon  ground  rent,  or  at 
the  interest  of  the  price  at  which  they  would  sell  for  cash  and 
without  sacrifice ;  and  if  occupied  and  yielding  rent  or  income, 
then  as  of  the  annual  value  of  such  rent  or  income,  or  of  the 
valuation  as  vacant  ground,  in  manner  aforesaid,  whichsoever 
shall  be  of  the  greater  amount;  but  no  edifice  used  for  worship, 
education  or  an  hospital,  or  the  unproductive  ground  contained 
within  the  curtilage  of  such  building,  shall  be  included  in  such 
valuation:  Provided^  That  no  bona  fide  purchaser,  for  a  valu- 
able consideration,  shall  take  a  defeasible  title  by  reason  of  the 
grantors  having  held  property  in  excess  of  the  limit  aforesaid : 
and  provided,  That  any  property  now  held  as  aforesaid,  in 
excess  of  such  value,  shall  not  be  hereby  invalidated  or  preju- 
diced in  title  or  otherwise.      [Apr.  26,  1S55,  §  8,  P.  L.  331.] 

71.  Limit  increased  to  $30,000. — That  any  literary, 
religious,  charitable,  or  beneficial  society,  congregation  or  cor- 
poration having  capacity  to  take  and  hold  real  and  personal 
estate  within  this  commonwealth,  may  acquire  and  hold  the 
same  to  the  extent  in  the  aggregate  of  the  clear  yearly  value  of 
thirty  thousand  dollars  ($30,000),  and  to  no  greater  extent, 
without  an  express  legislative  sanction.  Such  value  shall  be 
ascertained  as  provided  by  the  act  to  which  this  is  a  supple- 
ment.     [Apr.  22,  1889,  P.  L.  42.] 

72.  Court  may  extend  property  limit  in  its  discre- 
tion.— It  shall  be  lawful  for  any  corporation  formed  for  a 
religious,  educational,  literary,  scientific  or  charitable  purpose 
to  file  its  petition  in  the  court  of  common  pleas  of  the  county 
where  the  principal  office  or  place  of  business  of  such  corpora- 
tion is  located,  setting  forth  that  the  amount  of  property,  real 
and  personal,  which  said  corporation  by  law  is  authorized  to 
hold,  is  insufficient  to  enable  it  to  fully  and  properly  accomplish 
the  religious,  educational,  literar}^  scientific  or  charitable  work 
or  purpose  for  which  it  was  formed,  and  thereupon  it  shall  be 
the  duty  of  the  court  to  which  said  petition  is  presented  to  make 
inquiry  into  the  truth  of  the  matters  alleged  in  the  petition,  and 
if,  upon  such  inquiry,  the  court  is  satisfied  of  the  truth  of  the 
matters  so  alleged,  and  that  the  prayer  of  the  petition  can  be 
allowed  without  injury  to  the  public  welfare,  then  it  shall  be 
lawful  for  the  court  to  enter  a  decree  extending  and  defining 
the  amount  of  property,  real  and  personal,  which  such  corpo- 
ration shall  be  permitted  to  hold.     [June  6,  1893,  P.  L.  324.] 


Pennsylvania.  461 

73.  Limit  as  to  property  not  to  apply  in  certain 
cases. — In  all  cases  of  hospitals,  schools,  charitable,  literary 
and  religious  institutions  of  all  kinds,  prohibited  by  their 
respective  charters  or  by-law  from  holding  real  estate,  or  lim- 
ited as  to  the  amount  thereof,  the  said  prohibition  or  limitation 
shall  not  be  taken  to  extend  to  purchases  made  by  corporations 
such  as  aforesaid,  at  sheriffs',  masters'  or  marshals'  sales  of  real 
estate,  on  which  the  party  purchasing  may  hold  a  mortgage, 
judgment  or  ground-rent,  when  such  purchases  are  made  to 
protect  their  respective  interests  ;  and  deeds  made  to  them 
respectively  as  such  purchasers,  by  sheriffs,  masters  or  marshals 
making  the  sales,  shall  convey  to  the  said  purchasers  respec- 
tively a  good  and  indefeasible  title  to  any  and  all  real  estate  so 
purchased,  as  if  no  prohibition  or  limitation  as  to  the  purchase 
of  real  estate  existed  in  their  respective  charters  or  in  the  law : 
Provided,  That  all  real  estate  bought  by  any  corporation  such 
as  aforesaid,  under  the  provisions  of  this  act,  in  excess  of  the 
quantity  they  are  allowed  by  law,  or  their  respective  charters, 
to  hold,  shall  be  sold  by  said  corporations,  either  on  ground- 
rent  or  otherwise,  within  ten  years  from  the  purchase  so  made 
as  aforesaid.     [May  13,  1879,  §  i>  P-  L.  60.] 

74.  Restriction   on    accumulation   of   income. — To 

avert  the  evil  of  an  indefinite  increase  of  the  property  in  mort- 
main and  perpetuity,  it  shall  not  be  lawful  for  any  religious, 
charitable,  literary  or  scientific  society,  association,  or  corpora- 
tion, present  or  future,  to  accumulate  income  into  capital  or 
invested  estate,  so  as  that  the  clear  annual  value  thereof,  as 
regards  future  acquisitions  with  those  now  held,  shall  exceed 
the  limitation  hereinbefore  contained,  and  as  regards  acquisi- 
tions now  held  by  or  for  any  such  body,  shall  not  exceed  said 
annual  amount,  except  as  the  property  now  held  does,  or  being 
made  more  productive,  may  exceed  such  amount,  but  all  such 
clear  income,  after  such  amount  of  capital  or  invested  estate 
shall  be  attained,  shall  be  expended  annually  in  and  for  the 
purposes,  uses  and  trusts  upon  and  for  which  the  property  pro- 
ducing it  is  held;  and  if  there  be  not  objects  within  the  intent 
of  such  purposes,  uses  and  trusts  sufficient  to  exhaust  such  in- 
come, it  shall  be  the  duty  of  such  body  or  association  holding 
such  property,  to  apply  to  the  legislature  for  authority  to  ex- 
pend the  income  thereof  upon  such  practicable  objects  as  shall 
most  nearly  conform  to  the  intent  of  the  uses  and  trusts  upon 
which  such  property  is  held,  and  in  default  thereof,  such  income 


462  Religious  Corporations. 

as  shall  not  be  so  expended  in  execution  of  its  trust,  shall  be 
paid  into  the  treasury  of  the  commonwealth :  Provided^  That 
this  section  shall  not  be  taken  as  intended  to  apply  to  any  cor- 
poration or  trust,  if  any  there  be,  placed  by  contract  beyond 
such  legislative  requisition.      [Apr.  26,  1855,  §  12,  P.  L.  331.] 

75.  State  officers  to  keep  accounts  of  moneys  paid 
to  the  State. — It  shall  be  the  duty  of  the  State  treasurer  and 
auditor-general  to  keep  distinct  and  clear  accounts  of  all 
moneys  which  shall  accrue  to  the  treasury  under  this  act,  that 
the  same  may,  by  the  legislature,  be  applied  to  objects  within 
the  purpose  of  the  trust  thereof,  should  such  objects  arise,  or 
to  other  objects  as  near  as  practicable  to  the  intent  of  such 
trust,  but  without  interest  to  be  paid  thereon  by  the  treasury. 
[Apr.  26,  1855,  §  13,  P.  L.  331.] 

76.  Certain  real  estate  may  be  held,  to  be  sold 
within  five  years. — That  it  shall  and  may  be  lawful  for  any 
corporation  incorporated  under  the  laws  of  this  State,  or  of  any 
other  State  of  the  United  States,  to  take,  have,  and  hold  real 
estate  heretofore  given  or  devised,  or  hereafter  given  or  devised, 
to  such  corporation  to  be  used  for  any  religious  or  charitable 
purposes;  Provided,  That  nothing  herein  contained  shall  be 
taken  to  relieve  such  real  estate  from  being  taxed  in  like 
manner  with  other  real  estate  within  this  commonwealth;  and, 
provided,  furtJier,  That  all  real  estate  held  under  the  provisions 
of  this  act  shall  be  sold  by  such  corporations  within  five  years 
from  the  time  the  right  of  possession  shall  accrue  to  such  cor- 
poration.     [June  8,  1 89 1,  P.  L.  211.] 

77.  Corporations  for  religious  uses  may  vest  prop- 
erty in  trustees,  so  as  to  avoid  waste  or  incumbrance. 

— That  any  corporation  or  trustees  for  charitable  uses  owning 
any  property  dedicated  to  religious  or  charitable  purposes,  such 
as  churches,  school-houses,  parsonages,  hospitals,  almshouses 
and  the  like,  may,  for  the  purpose  of  protecting  the  said  prop- 
erty from  liability  to  debt  thereafter  contracted  on  the  part  of 
the  corporation  or  persons  having  the  control  or  management 
of  the  charity,  vest  their  property  in  trustees  upon  trust  for 
the  use  of  the  congregation  or  members  of  the  corporation  for 
the  time  being  as  places  of  worship,  or  for  use  as  school-houses 
or  residence  for  the  minister  or  pastor  of  the  congregation,  or 
for  the  maintenance  of  any  charity,  and  when  the  trustees  shall 
be  so  vested  by  deeds  duly  recorded,  the  property  thus  con- 


Pennsylvania.  463 

veyed,  so  long  as  it  is  used  for  the  purposes  above  mentioned 
and  is  not  used  for  any  secular  purpose,  or  for  a  purpose  from 
which  profits  are  derived,  shall  not  be  liable  to  any  debts,  con- 
tracts or  engag-cnunts  of  the  corporation  or  congregation 
thereafter  made  or  entered  into,  but  shall  be  deemed  and  taken 
to  be  freed  therefrom  in  the  same  manner  and  with  like  effects 
as  if  the  same  had  been  conveyed  or  devised  to  the  trustees  by 
a  stranger  in  trust  for  the  uses  of  the  congregation  or  corpora- 
tion, but  so  that  the  same  shall  not  be  liable  to  their  debts, 
contracts  or  engagements,  nor  to  their  control  for  any  puipose 
other  than  for  the  uses  of  the  same  as  places  of  worship,  or  as 
free  schools  or  schools  from  which  no  pecuniary  profits  are 
derived,  or  as  a  residence  for  the  minister  or  pastor  of  the  con- 
gregation, or  for  the  maintenance  of  the  charitable  purpose  for 
which  it  was  dedicated  or  intended  by  the  donors  or  contribu- 
tors.    [Apr.  10,  1S93,  §  I,  P.  L.  14.] 

78.  Trustees  and  officers  shall  be  personally  liable 
unless  they  shall  notify  contractor. — All  trustees  and 
otificers  of  corporations  having  the  management  of  property  for 
charitable  uses  which  is  held  in  trust  under  the  provisions  of 
section  one,*  contracting  debts  or  causing  them  to  be  con- 
tracted in  the  improvement  of  the  property  by  building  thereon, 
shall  be  personally  liable  for  the  debts  thus  contracted,  unless 
they  shall  have  notified  the  persons  with  whom  the  contract  is 
made  that  the  property  is  not  liable  for  the  debts  contracted  in 
building  thereon,  but  there  shall  be  no  liability  to  any  one  but 
to  the  person  with  whom  a  contract  is  made  by  the  trustees  or 
corporation.     [April  10,  1893,  §  2,  P.  L.  14.] 

79.  Mortgage,  power  to.f — It  shall  be  lawful  for  all 
corporations  to  borrow  money  or  to  secure  any  indebtedness 
created  by  them,  by  issuing  bonds,  with  or  without  coupons  at- 
tached thereto,  and  to  secure  the  same  by  a  mortgage  or  mort- 
gages to  be  given  and  executed  to  a  trustee  or  trustees,  for  the 
use  of  the  bondholders,  upon  their  real  estate  and  machinery, 
or  on  their  real  estate  alone,  to  an  amount  not  exceeding  one- 
half  of  the  capital  stock  of  the  corporation  paid  in,  and  at  a 
rate  of  intefest  not  exceeding  six  per  centum.  [May  21,  1889, 
§  I,  P.  L.  257.]  .... 

*  Seie  No.  77,  p.  462- 

+  The  qiiostion  has  been  raised,  but  not  settled,  as  to  whether  this  section  applies  to 
cor;:orations,  such  as  churches,  which  have  no  capital  stock. 


464  Religious  Corporations. 

Burial  Grounds. 

80.  The  provisions  relating  to  the  acquisition,  manage- 
ment and  sale  of  burial  grounds  are  numerous,  are  not  directly- 
connected  with  the  main  object  of  this  volume,  and  are  to  be 
found  in  Brightley's  Ptirdon's  Digest  of  the  Statute  Law  of 
Peniia.,  pp.  274-278,  and  in  the  Act  of  June  7,  1895,  P.  L.  181, 

Y.   M.   Christian  Associations. 

81.  The  provisions  for  the  organization,  etc.,  of  Young 
Men's  Christian  Associations  are  contained  in  the  Act  of  May 
9,  1889,  P.  L.  163. 


RHODE  ISLAND. 


CONSTITUTION. 

Article  IV. 

[In  effect,  May  9,  1843.] 

1.  General  laws  to  be  passed. — 17.  Hereafter,  the 
General  Assembly  may  provide  by  general  law  for  the  cre- 
ation and  control  of  corporations.     [As  amended,  Nov.,  1892.] 


GENERAL  LAWS,  1896. 

Chap.  CLXXVI.  Of  Incorporation.     Class  III.     Mis- 
cellaneous Corporations. 

2.  Articles,  contents  of.  Fees.  Certificates. — n. 
All  ....  corporations  formed  for  ....  religious  .... 
purposes,  not  organized  for  business  purposes  ....  shall  be 
created  in  the  following  manner,  viz.  :  Five  or  more  persons  of 
lawful  age  shall  associate  by  written  articles  which  shall 
express: 

First.   Their  agreement  to  form  said  corporation ; 

Second.  The  name  by  which  it  shall  be  known,  which 
name  shall  not  then  be  in  use  by  any  existing  corporation  of 
the  State; 

Third.   The  purpose  for  which  it  is  constituted; 

Fourth.   The  town  or  city  in  which  it  is  to  be  located. 

Said  agreement  shall  be  signed  and  acknowledged  by  all 
the  members  named  therein,  and  shall  prescribe  the  manner  in 
which  the  first  meeting  shall  be  held  and  organized.  Said 
agreement  shall  be  filed  in  the  office  of  the  secretary  of  state, 
and  said  persons  shall  pay  a  fee  of  five  dollars  into  the  general 
treasury  of  the  State.  When  said  agreement  has  been  so  filed, 
together  with  the  certificate  of  the  general  treasurer  that  the 
fee  of  five  dollars  has  been  paid,  and  the  sum  of  one  dollar  has 
been  paid  to  said  secretary  of  state  for  the  certificate  herein- 
after required,  the  secretary  of  state  shall  thereupon  issue  to 

(465) 


466 


Religious  Corporations. 


said  corporation  his  certificate,   under  the  seal  of   the  State, 
substantially  in  the  following  form : 

"State  of  Rhode  Island  and   Providence  Plantations. 

"I  .  .  .  .  secretary  of  state,  hereby  certify  that  (here 
insert  names  of  all  the  corporators)  have  filed  in  the  office  of 
secretary  of  state  their  agreement  to  form  a  corporation  under 
the  name  of  (here  insert  name  of  corporation)  for  the  pu-rpose 
(here  insert  purpose)  in  accordance  with  law,  and  have  also 
filed  the  certificate  of  the  general  treasurer  that  they  have  paid 
into  the  general  treasury  of  the  State  the  fee  required  by  law. 

"Witness  my  hand  and  the  seal  of  the  State  of  Rhode 
Island  this  day  of  in  the  year 

3.  Certificate  confers  powers.  Chapter  177  applic- 
a"t)le.* — 12.  When  said  certificate  has  been  issued  as  aforesaid 
said  corporators  shall  be  authorized  to  carry  out  the  purpose  of 
such  agreement  with  all  the  powers  and  subject  to  all  the 
duties  and  liabilities  as  provided  herein  and  in  chapter  one 
hundred  seventy-seven  and  all  amendments  thereof  and  addi- 
tions thereto,  so  far  as  not  inconsistent  with  the  provisions  of 
this  chapter,  and  so  far  as  the  provisions  of  said  chapter  one 
hundred  seventy-seven  shall  be  applicable  to  such  corporation. 

4.  Property.  Limitation  on.— 13.  Said  corporation 
shall  be  entitled  to  take,  hold,  transmit  and  convey  real  and 
personal  estate  to  an  amount  not  exceeding  in  all  one  hundred 
thousand  dollars.  But  if  such  corporation  desires  to  take  and 
hold  property  to  an  amount  exceeding  one  hundred  thousand 
dollars  either  originally  or  by  amendment,  such  privilege  shall 
be  granted  only  by  the  General  Assembly  on  petition  thereto. 

5.  Amendments  to  articles,  how  effected.— 14-  Such 
agreement  may  be  amended  in  any  particular .  not  inconsistent 
with  the  provisions  of  this  chapter,  excepting  as  provided  in  the 
preceding  section,  by  vote  of  the  corporation  and  the  filing  in 
the  office  of  the  secretary  of  state  a  copy  of  such  vote  duly 
attested  by  the  president  and  secretary  of  said  corporation. 

6.  Articles  and  certificates  as  evidence. — 15.  Copies 
of  agreements  to  form  corporations,  when  formed  by  agree- 
ment, or  any  amendment  thereof,  and  the  fact  of  their  being 
filed  in  the  office  of  the  secretary  of  state  and  the  date  of  such 

*  See  No.  7,  p.  467- 


Rhode  Islaxd.  467 

filing,  and  the  filing  of  the  certificate  of  the  general  treasurer, 
shall,  when  certified  to  by  the  secretary  of  state,  be  received 
in  evidence  before  any  court,  tribunal  or  authority. 

Chap.  CLXXVII.     Provisions  Respecting  Corporations 
IN  General.* 

7.  General  powers. — i.  AH  corporations  shall,  when- 
ever no  other  provision  is  specially  made,  have  perpetual  suc- 
cession, may  make  and  use  a  common  seal  and  break,  alter  and 
renew  the  same,  be  capable  of  taking,  holding,  transmitting 
and  conve)'ing  property,  real  or  personal,  in  their  corporate 
name,  may  sue  and  be  sued,  appear,  prosecute  and  defend 
actions  and  suits  to  final  judgment  and  execution  in  any  court 
or  elsewhere ;  may  elect,  in  such  manner  as  they  shall  deter- 
mine to  be  proper,  all  necessary  officers,  and  may  fix  their  com- 
pensation and  define  their  duties  and  obligations;  and  may 
make  by-laws  and  regulations,  consistent  with  law,  for  their 
government  and  for  the  due  and  orderly  conducting  of  their 
affairs  and  the  management  of  their  property. 

8.  What  may  be  included  in  by-laws. — 3.  Corpora- 
tions may,  by  their  by-laws,  where  no  other  provision  is 
specially  made,  determine  the  manner  of  calling  and  conduct- 
ing meetings,  .  .  .  .  ;  and  the  tenure  of  office  of  the  several 
officers ;  and  they  may  annex  suitable  penalties  to  such  by-laws, 
not  exceeding  in  any  case  the  sum  of  twenty  dollars  for  any 
one  offense ;  but  no  such  by-law  shall  be  made  by  any  corpora- 
tion repugnant  to  the  provisions  of  its  charter  or  articles  of 
association,  or  amendments  thereof,  or  to  general  law  .... 

9.  First  meeting. — 4.  The  first  meeting  of  all  corpora- 
tions, except  of  banks,  shall,  unless  otherwise  provided  for,  or 
unless  notice  be  waived  by  all  the  corporators  in  wanting,  be 
called  by  a  notice  signed  by  any  one  or  more  of  the  corpora- 
tors, setting  forth  the  time,  place  and  objects  of  the  meeting; 
....  and  such  notice  shall,  seven  days  at  least  before  the 
meeting,  be  delivered  to  each  member  or  published  in  some 
newspaper  of  the  county  where  the  corporation  may  be  estab- 
lished, or  if  there  be  no  newspaper  in  the  county,  then  in 
some  newspaper  of  an  adjoining  county:  Provided,  That 
notice  of  the  first  meeting  of  incorporated  religious  societies 
may  be  affixed  to  the  door  or  some  other  conspicuous  part  of 

*  See  No.  3,  p.  466. 


468  Religious  Corporations. 

their  meeting  house  or  usual  place  of  assembling  for  religious 
purposes. 

10.  Mode  of  proceeding  when  no  person  authorized 
to  call  or  preside  at  legal  meeting. — 5.  Whenever,  by 
reason  of  the  death  or  absence  of  the  officers  of  any  corpora- 
tion or  other  legal  impediment,  there  shall  be  no  person  duly 
authorized  to  call  or  preside  at  a  legal  meeting  thereof,  any  jus- 
tice of  the  peace  in  the  county  where  such  corporation  is  estab- 
lished may,  on  a  written  application  of  three  or  more  of  the 
members  thereof,  issue  a  warrant  to  either  of  said  members, 
directing  him  to  call  a  meeting  of  said  corporation  by  giving 
such  notice  as  has  been  previously  required  by  law ;  and  the  jus- 
tice may  in  the  same  warrant  direct  such  person  to  preside  at 
such  meeting  until  a  clerk  shall  be  duly  chosen  and  qualified, 
if  there  shall  be  no  officer  present  legally  authorized  to  preside 
thereat. 

11.  Power  of  corporation  when  assembled. — 6.  Such 
corporation,  when  so  assembled,  may  elect  officers  to  fill  vacan- 
cies then  existing,  and  may  act  upon  such  other  business  as 
might  by  law  be  transacted  at  regular  meetings  of  the  corpora- 
tion. 

12.  Incorporation  valid,  though  annual  meeting  not 
held. — 7.  The  existence  of  any  corporation  shall  not  be  im- 
paired by  a  failure  to  hold  an  annual  meeting  for  the  election 
of  officers,  or  a  failure  to  elect  officers  at  the  time  prescribed  by 
the  charter,  articles  of  association  or  by-laws  of  the  corpora- 
tion; but  such  election  may  be  held  at  a  subsequent  meeting 
of  the  stockholders,  duly  notified  for  that  purpose. 

13.  Bequests  for  religious  purposes  in  excess  of  limit 
of  property,  how  secured  to  corporation. — 8.  In  case 
any  real  or  personal  estate  shall  hereafter  be  given  by  will  to 
any  corporation  to  hold  for  any  charitable  uses  or  purposes 
authorized  or  permitted  by  the  charter  of  said  corporation  or 
any  amendment  thereof,  or  by  law,  and  such  corporation,  but 
for  the  provisions  of  this  section,  would  not  be  able  to  take  or 
hold  the  same  or  some  part  thereof  on  account  of  the  limita- 
tion as  to  the  amount  of  property  of  said  corporation  pre- 
scribed by  the  charter  or  any  amendment  thereof,  then  in 
every  such  case  it  shall  be  lawful  for  such  corporation  to  take 
and  hold  such  real  and  personal  estate,  or  such  part  thereof  as 
aforesaid,  upon  conditions  subsequent,  nevertheless,  that  such 


Rhode  Island.  4^9 

corporations  shall  obtain  from  the  general  assembly  authority 
to  take  and  hold  real  and  personal  estate  to  an  amount  large 
enough  to  include,  in  addition  to  its  other  property,  the  prop- 
erty given  to  such  corporation  by  will  as  aforesaid,  and  that  the 
appHcation  to  the  General  Assembly,  shall  be  made  within  one 
year  from  the  final  probate  of  the  will  under  which  the  gift  is 
taken  as  aforesaid 

14.  Corporations,  when  to  continue  three  years  after 
expiration  of  charter.— 9.  Corporations  whose  charters 
shall  expire  by  their  own  limitation,  or  shall  be  annulled  by 
forfeiture  or  otherwise,  shall  nevertheless  be  continued  bodies 
corporate  for  the  term  of  three  years  after  the  time  when  they 
would  have  been  so  dissolved,  for  the  purpose  of  prosecuting 
and  defending  suits  by  or  against  them,  and  of  enabling  them 
t,o  settle  and  close  their  concerns,  to  dispose  of  and  convey 
their  property  and  to  divide  their  capital  stock ;  but  not  for  the 
purpose  of  continuing  the  business  for  which  such  corporations 
have  been  or  may  be  established. 

15.  Charters  may  be  amended. — 22.  Every  corporation 
hereafter  created  shall  be  subject  to  the  provisions  of  this  chap- 
ter, and  its  charter  or  articles  of  association  may  be  amended 
or  repealed  at  the  will  of  the  General  Assembly. 

16.  Limit  of  time  for  organization. — 23.  Corporations 
created  by  charter,  if  no  time  is  limited  therein,  shall  be 
organized  within  two  years  from  the  passage  of  their  respective 
acts  of  incorporation.  The  charters  of  all  corporations  failing 
to  comply  with  the  provisions  of  this  section  shall  become  void. 

17.  Certificate  of  organization,  when  filed.  —  24. 
Every  corporation  created  by  charter,  hereafter  organized, 
....  shall,  within  thirty  days  after  organization,  ....  file 
in  the  office  of  the  secretary  of  state  a  certificate,  under  oath 
of  its  treasurer  or  such  officer  as  may  be  duly  authorized  by  the 
corporation  to  make  the  same,  setting  forth  the  name  of  the 
corporation,  the  date  of  organization,  ....  the  town  in  which 
such  corporation  is  located  and  the  name  and  post-office 
address  of  its  treasurer. 

18.  Dissolution,  proceedings  for. — 27.  Whenever  any 
corporation  is  insolvent,  ....  or  whenever  any  corporation 
has  done  or  omitted  to  do  any  act,  which  act  or  omission  is 
ground  for  the  forfeiture  of  its  charter  at  law,  the  appellate 


47°  Religious  Corporations. 

division  of  the  supreme  court  may,  upon  the  petition  of  any 
stockholder  or  creditor  of  such  corporation,  and  upon  such  rea- 
sonable notice  as  the  court  may  prescribe,  decree  a  dissolution  of 
such  corporation  and  appoint  a  receiver  of  its  estate  and 
effects,  or  may  appoint  such  receiver  without  decreeing  a  disso- 
lution. 

19.  Receiver,  powers  of. — 28.  Such  receiver  shall  take 
charge  of  the  estate  and  effects  of  such  corporation  and  collect 
the  debts  and  property  due  and  belonging  to  it,  sell,  and  con- 
vert such  property  into  cash  ;  with  power  to  prosecute  and  de- 
fend suits  in  its  name  or  otherwise,  to  appoint  agents  under 
him,  and  to  do  all  other  acts,  which  might  be  done  by  such  cor- 
poration, that  may  be  necessary  for  the  final  settlement  of  its 
unfinished  business  and  the  winding  up  of  the  corporation. 
The  powers  of  such  receiver  may  be  continued  as  long  as  the 
court  deems  necessary  for  said  purpose. 

20.  Assets,  distribution  of. — 29.  The  receiver  shall  pay 
all  debts  due  from  such  corporation,  if  the  funds  in  his  hands 
are  sufficient  therefor;  and  if  not,  he  shall  distribute  the  same 
ratably  among  the  creditors  who  prove  their  debts  in  the  man- 
ner directed  by  any  order  or  decree  of  the  court  for  that  pur- 
pose. If  there  is  a  balance  remaining  after  the  payment  of 
the  debts,  the  receiver  shall  distribute  and  pay  it  to  and  among 
the  stockholders  of  the  corporation,  or  their  legal  representa- 
tives. 

21.  Jurisdiction  of  court. — 30.  The  court  shall  have 
jurisdiction  in  equity  of  the  application  and  of  all  questions 
arising  in  the  proceedings  thereon,  and  may  make  such  orders 
and  injunctions  and  decrees  therein  as  justice  and  equity 
require. 


SOUTH   CAROLINA. 


CONSTITUTION. 

Art.  III.     Legislative  Department, 

[In  effect,  Dec.  31,  1895.] 

1.  Special  laws  not  to  be  enacted,  except  where 
required  by  terms  of  gifts.— 34-  The  General  Assembly 
of  this  State  shall  not  enact  local  or  special  laws 

IV.  To  incorporate  educational,  religious,  charitable,  .... 
or  banking  institutions,  not  under  the  control  of  the  State,  or 
amend  ox  extend  the  charters  thereof. 

XII.  The  General  Assembly  shall  forthwith  enact  general 
laws  concerning  said  subjects  for  said  purposes,  which  shall  be 
uniform  in  their  operations:  Provided,  That  nothing  contained 
in  this  section  shall  prohibit  the  General  Assembly  from  enact- 
ing special  provisions  in  general  laws. 

XIII.  The  provisions  of  this  section  shall  not  apply  to 
charitable  and  educational  corporations  where,  under  the  terms 
of  a  gift,  devise  or  will,  special  incorjD oration  may  be  required. 

Art.  IX.     Corporations. 

2.  Two-thirds  vote  needed  for  special  charter. — 2. 
No    charter   of   incorporation    shall   be   granted,    changed    or 

amended  by  special  law Provided,  That  the  General 

Assembly  may  by  a  two-thirds  vote  of  each  house  on  a  concur- 
rent resolution  allow  a  Bill  for  a  special  charter  to  be  intro- 
duced, and  when  so  introduced  may  pass  the  same  as  other 
Bills. 

3.  Religious  corporations  need  not  maintain  an 
agent. — 4.  Every  corporation  organized  or  doing  business  in 
this  State,  other  than  religious,  educational  or  benevolent  asso- 
ciations, shall  have  and  maintain  at  least  one  agent  in  this 
State  upon  whom  process  may  be  served,  and  at  least  one  pub- 
lic office  for  the  transaction  of  its  business. 

(471) 


472  Religious  Corporations. 

REVISED  STATUTES,  1893. 

Chap,  XLVIII.     Provisions  Applicable  to  Corporations 

Generally. 

4.  All  charters  subject  to  amendnient  or  repeal. — 
1499.  It  shall  be  deemed  a  part  of  the  charter  of  every  corpo- 
ration created  under  the  provisions  of  any  general  law,  and  of 
every  charter  granted,  renewed  or  amended  by  act  or  joint 
resolution  of  the  General  Assembly  (unless  such  act  or  joint 
resolution  shall,  in  express  terms,  declare  the  contrary),  that 
such  charter,  and  every  amendment  and  renewal  thereof,  shall 
always  remain  subject  to  amendment,  alteration  or  repeal  by 
the  General  Assembly. 

5.  Bond  of  treasurer. — 1501.  The  treasurer  of  any 
corporation  in  this  State  shall  give  bond  in  such  sum  and  with 
such  sureties  as  shall  be  required  by  the  by-laws  for  the  faith- 
ful discharge  of  his  duty. 

6.  Powers  of  private  corporations. — 1504!  Every 
private  corporation  as  such  has  power: 

1.  To  have  succession,  by  its  corporate  name,  for  the 
period  limited  in  its  charter;  and  when  no  period  is  limited,  in 
perpetuity, 

2.  To  sue  and  be  sued. 

3.  To  use  a  common  seal,  and  to  alter  the  same  at  pleasure. 

4.  To  hold,  purchase,  lease,  mortgage  or  otherwise  dispose 
of  and  convey  such  real  and  personal  estate  as  is  limited  by  its 
charter;  and  if  not  so  limited,  such  an  amount  as  the  business 
of  the  corporation  requires. 

5.  To  appoint  such  subordinate  officers  and  agents  as  the 
business  of  the  corporation  requires,  prescribe  their  duties  and 
fix  their  compensation. 

6.  To  make  by-laws,  not  inconsistent  with  any  existing 
law,  for  the  transfer  of  its  stock,  the  management  of  its  prop- 
erty, or  the  regulation  of  its  affairs. 

7.  To  declare  and  create,  by  appropriate  by-laws,  a  lien  on 
the  stock  of  any  stockholder  in  such  corporation,  for  such  sum 
as  the  stockholder  is  or  may  be  indebted  to  such  corporation  for 
his  subscription  to  stock  therein. 

7.  Majority  forms  board. — 1505.  When  the  corporate 
powers  are  directed  to  be  exercised  by  any  particular  body  or 


South  Carolina.  473 

number  of  persons,  a  majority  of  such  body  or  persons,  unless 
it  is  otherwise  provided,  form  a  board  for  the  exercise  of  such 
powers. 

8.  Must  organize  in  two  years.— 1506.  If  any  private 
corporation  hereafter  created  by  the  General  Assembly  or  incor- 
porated under  any  law  does  not  organize  and  commence  the 
transaction  of  its  business  within  two  years  from  the  date  of  its 
incorporation,  its  corporate  powers  shall  cease. 

9.  Corporations  may  recover  debts  from  members. 

— 15 1 2.  All  bodies  corporate,  in  any  court  in  this  State,  may 
sue  for,  recover  and  receive  from  their  respective  members 
all  arrears  or  other  debts,  dues  and  demands  which  now  are  or 
hereafter  may  be  owing  to  them,  in  the  like  mode,  manner  and 
form  as  they  might  sue  for,  recover  and  receive  the  same  from 
any  indifferent  person  who  might  not  be  one  of  their  body;  any 
law,  usage  or  custom  to  the  contrary  thereof  in  any  wise  not- 
withstanding. 

Charitable,   Social  and  Religious  Societies. 

10.  How  formed.  Contents  of  declaration.  Record 
of  certificate. — 1534.  Two  or  more  persons  desiring  to  form 
themselves  into  a  church,  cemetery  company,  ....  or  any 
charitable,  social,  educational  or  religious  society,  may  file  with 
the  clerk  of  the  court  of  the  county  wherein  they  reside  a 
written  declaration,  signed  by  themselves,  setting  forth : 

1.  The  names  and  residences  of  the  members. 

2.  The  name  of  the  proposed  corporation,  the  place  at 
which  it  is  proposed  to  locate  it,  and  the  general  purpose  of  the 
corporation. 

3.  Any  other  matters  which  it  may  be  desirable  to  set  forth 
in  the  organic  law.  And  thereupon  the  said  clerk  shall  issue  to 
such  persons  a  certificate  that  they  are  incorporated  for  the 
purposes  set  forth  in  said  declaration  under  the  name  therein 
mentioned.  The  certificate  shall  be  recorded  in  the  office  of 
the  register  of  mesne  conveyance  for  the  county  in  which  the 
said  association  is  located. 

11.  Powers  of  religious  corporation. — 1535.  Such 
corporation  shall  have  the  following  powers : 

I.   To  make  bj^-'laws  not  inconsistent  with  the  laws  of  this 
State  or  the  United  States. 
34 


474  Religious  Corporations. 

2.   To  have  and  use  a  common  seal  and  the  same  to  change 
at  pleasure. 
•     3.  To  sue  and  be  sued,  plead  and  be  impleaded. 

4.  To  have,  hold  and  keep  such  real  and  personal  property 
as  may  be  proper  and  necessary  for  corporate  purposes,  and  the 
same  to  sell,  alien,  mortgage  or  otherwise  dispose  of  at  the 
will  of  said  corporation. 

5.  And  any  other  powers  common  to  such  corporations  and 
consistent  with  the  laws  of  the  land. 

Chap.   LIII.     Unincorporated  Joint  Stock  and  Other 
Associations. 

12.  Unincorporated  associations ;  by  what  name 
may  be  sued. — 1776.  All  unincorporated  associations  may 
be  sued  and  proceeded  against  under  the  name  and  style  by 
which  they  are  usually  known,  without  naming  the  individual 
members  of  the  association. 

13.  On  whom  process  may  be  served. — 1777.  Pro- 
cess served  on  any  agent  of  any  unincorporated  association 
doing  business  in  this  State,  under  the  name  and  style  by  which 
it  is  usually  known,  shall  be  sufficient  to  make  such  association 
a  party  in  any  court  of  record  in  the  county  in  which  such 
agent  may  be  served. 

14.  Liability  under  final  process. — 1778.  On  judg- 
ment being  obtained  against  such  association  under  such  pro- 
cess, final  process  may  issue  to  recover  satisfaction  of  such 
judgment,  and  any  property  of  the  said  association,  and  the 
individual  property  of  any  copartner  or  member  thereof,  foimd 
in  the  State,  shall  be  liable  to  judgment  and  execution  for  satis- 
faction of  any  such  judgment. 


SOUTH  DAKOTA. 


CONSTITUTION. 
Article  XVII. 

[In  effect,  Nov.  2,  1889.] 

1.  General  laws  to  be  passed  for  corporations. — i. 

No  corporation  shall  be  created  or  have  its  charter  extended, 
changed  or  amended  by  special  laws  except  those  for  charitable, 
educational,  penal  or  reformatory  purposes,  which  are  to  be  and 
remain  under  the  patronage  and  control  of  the  State ;  but  the 
legislature  shall  provide  by  general  laws  for  the  organization 
of  all  corporations  hereafter  to  be  created. 

2.  Cumulative  voting  permitted. — 5.  In  all  elections 
for  directors  or  managers  of  a  corporation  each  member  may 
cast  the  whole  number  of  his  votes  for  one  candidate,  or  distri- 
bute them  upon  two  or  more  candidates  as  he  may  prefer. 

3.  Can  engage  only  in  authorized  business.  Limit 
on  real  estate. — 7.  No  corporation  shall  engage  in  any  busi- 
ness other  than  that  expressly  authorized  in  its  charter,  nor 
shall  it  take  or  hold  any  real  estate  except  such  as  may  be 
necessary  and  proper  for  its  legitimate  business. 

4.  Power  of  legislature  over  charters. — 9.  The  legis- 
lature shall  have  the  power  to  alter,  revise  or  annul  any  charter 
of  any  corporation  now  existing  and  revokable,  at  the  taking 
effect  of  this  constitution,  or  any  that  may  be  created,  when- 
ever in  their  opinion  it  may  be  injurious  to  the  citizens  of  this 
State,  in  such  manner,  however,  that  no  injustice  shall  be  done 
to  the  incorporators.  No  law  hereafter  enacted  shall  create, 
renew  or  extend  the  charter  of  more  than  one  corporation. 


STATUTES  OF  DAKOTA.* 

5.  Territorial  laws  recognized. — "All  laws  in  force  in 
the  Territory  of  Dakota  at  the  date  of  the  admission  of  the 

♦There  is  no  published  compilation  of  the  laws  of  South  Dakota.  The  sections  here 
^ven  are  from  the  volume  containing  the  ContpUcd  Laws  of  the  Territory  of  fhikota. 
All  changes  in  such  laws  are  given.  A  Civil  Code  has  been  adopted  but  not  printed,  in 
which  the  only  substantial  change  is  in  the  enumeration  of  the  sections. 

(475) 


476  Religious  Corporations. 

State  of  South  Dakota  into  the  Union,  and  not  repugnant  to 
or  inconsistent  with  the  constitution  of  the  said  State  shall 
continue  and  be  in  full  force  and  effect  until  altered,  amended, 
or  repealed."     [Chap.  105,  Laws  1890.] 


COMPILED  LAWS,  1887.* 
Chap.  III.     Corporations. 

6.  Purposes. — 2900.  Private  corporations  can  be  formed 
by  the  voluntary  association  of  three  or  more  persons,  upon 
complying  with  the  provisions  of  this  chapter,  for  the  following 
purposes,  namely :  mining,  manufacturing,  ....  and  for  any 
other  lawful  business ;  for  colleges,  seminaries,  churches,  libra- 
ries, benevolent,  charitable  and  scientific  associations;  .... 
[As  amended,  Feb.  6,  1893.] 

7.  Number  of  trustees. — 3136.  Persons  associated  to- 
gether for  religious,  educational,  benevolent,  charitable  or 
scientific  purposes,  may  elect  such  number  of  trustees  or  direc- 
tors, not  less  than  three  (3),  as  they  may  in  their  articles  of  in- 
corporation provide  and  ma)-  incorporate  themselves  as  gener- 
ally provided  for  in  this  chapter.  [As  amended,  March  i,  1895, 
Civil  Code,  §536.] 

8.  Elections  of  trustees  and  by-laws  subject  to 
denominational  regulations. — 3144.  The  board  of  trustees 
or  other  officers  of  any  church  or  religious  corporation  may  be 
chosen,  and  the  by-laws  of  any  such  church  or  corporation 
adopted  or  amended,  at  such  time,  by  such  vote,  for  such  terms 
and  in  such  manner,  as  may  be  in  conformity  to  the  rules, 
usage,  general  discipline  or  custom  of  such  church  or  corpora- 
tion.    [As  amended.  Mar.  i,  1895.] 

Defective  Articles  of  Incorporation. 

[Act  of  Mar.  8,  1890.] 

9.  Defective  articles  validated, — i.  All  corporations 
organized  under  general  law  in  whose  certificates  or  articles  of 
incorporation  there  is  an  omission  of  any  matter  required  to  be 
therein  stated,  or  which  are  defectively  executed  or  acknowl- 
edged or  in  which  any  other  informality  exists,  are  hereby  de- 

*See  North  Dakota,  pp.    38410399.    Except  as  hereafter  noted,  the  provisions  for 
both  States  are  identical. 


South  Dakota.  477 

clarcd  to  be  and  to  have  been  corporations  from  the  time  of  filing- 
such  certificate  in  the  same  manner  and  to  the  same  effect  and 
intent  as  if  such  certificate  or  articles  were  without  fault,  and 
all  such  certificates  or  articles  are  hereby  validated  and  declared 
to  be  legal  ^nd  have  the  same  force  and  effect  as  if  they  were 
free  from  all  fault  or  defect. 

10.  Corporations  afifected  subject  to  constitution.— 

2.  All  corporations  heretofore  organized,  affected  by  this  act, 
shall  hereafter  hold  their  charters  and  exist,  subject  to  the  pro- 
visions of  the  constitution  of  the  State  of  South  Dakota. 

Amendment  of  Articles. 
[Act  of  Feb.  2o,  1890.] 

11.  How  effected.*— I Provided,  further.   That 

religious  and  benevolent  corporations  organized  iinder  the  laws 
of  the  Territory  of  Dakota,  of  (or)  State  of  South  Dakota,  may 
amend  their  articles  of  incorporation  at  any  meeting  of  their 
trustees,  regularly  called,  in  such  particulars  as  such  trustees 
may  deem  necessary  for  the  better  accomplishment  of  the  ob- 
jects for  which  said  corporations  were  created;  provided  that 
such  amendments  shall  not  in  any  way  impair  the  obligation  of 
existing  contracts,  and  may  be  made  at  any  regular  meeting  of 
the  board  of  trustees  of  such  religious  or  benevolent  corpora- 
tion, upon  notice  to  each  member  of  such  board  of  trustees  of 
the  proposed  amendment  and  the  time  when  said  proposed 
amendment  will  be  considered. 

12.  Amended  articles  to  be  filed.— 2.  The  articles  of 
incorporation,  as  amended,  shall  be  signed  by  the  president  and 
secretary  of  the  corporation,  who  shall  certify  under  the 
amended  seal,  that  the  provisions  of  section  one  of  this  act 
have  been  complied  with.  When  so  certified  said  amended 
article  shall  be  filed  with  the  secretary  of  state,  the  same  as 
provided  for  articles  of  incorporation,  and  from  such  filing  shall 
be  the  legal  articles  corporate  of  the  incorporation. 

*The  other  portions  of  1 1  apply  to  stock  corporations. 


TENNESSEE. 


CONSTITUTION. 

Art.  I.     Declaration  of  Rights. 
[In  effect,  Mar.  26,  1870.] 

1.  Liberty  of  worship  assured. — 3.  That  all  men  have 
a  natural  and  indefeasible  right  to  worship  Almighty  God 
according  to  the  dictates  of  their  own  conscience;  that  no  man 
can  of  right  be  compelled  to  attend,  erect,  or  support  any  place 
of  worship,  or  to  maintain  any  minister  against  his  consent; 
that  no  human  authority  can  in  any  case  whatever,  control  or 
interfere  with  the  rights  of  conscience ;  and  that  no  preference 
shall  ever  be  given,  by  law,  to  any  religious  establishment  or 
mode  of  worship. 

2.  No  religious  tests  allowed  for  public  trusts.— 
4.  That  no  political  or  religious  test,  other  than  an  oath  to  sup- 
port the  Constitution  of  the  United  States  and  of  this  State, 
shall  ever  be  required  as  a  qualification  to  any  office  or  public 
trust  under  this  State. 

Art.  XI.     Miscellaneous. 

3.  General  laws  to  be  passed. — 8 No  corpo- 
ration shall  be  created,  or  its  powers  increased  or  diminished, 
by  special  laws;  but  the  general  assembly  shall  provide  by  gen- 
eral laws  for  the  organization  of  all  corporations  hereafter 
created,  which  laws  may,  at  any  time,  be  altered  or  repealed ; 
and  no  such  alteration  or  repeal  shall  interfere  with  or  divest 
rights  which  have  become  vested. 


CODE,  1884.     SUPPLEMENT,  1893. 

Title  IX.     Of  Corporations. 

Chap.   III.     Of    Private   Corporations.     Art.   I.     General 

Provisions. 

4.  Private  incorporations  legal. — 1691.  Private  corpo- 
rations may  be  formed  and  charters  obtained  by  them  in  the 
manner  and  for  the  purposes  hereinafter  provided. 

(478) 


Tennessee.  479 

5.  Application  for  charter,  form  of.— 1692.  Any  five 
or  more  persons,  over  the  age  of  twenty-one,  desiring  to  form 
a  corporation  for  any  of  the  purposes  in  tliis  chapter  mentioned, 
shall  copy  the  form  of  charter  adapted  to  the  purpose,  filling 
the  necessary  blanks,  and  append  to  the  same  an  application  in 
these  words: 

"We,  the  undersigned,  apply  to  the  State  of  Tennessee, 
by  virtue  of  the  laws  of  the  land,  for  a  charter  of  incorporation, 
for  the  purposes  and  with  the  powers  declared  in  the  foregoing 

instrument.     Witness   our  hands  the day  of  ,  18 — ." 

(To  be  signed  by  the  applicants.) 

6.  Certificate  of  registration,  regulations  for.* — 1693. 
The  said  instrument,  when  probated  as  hereinafter  provided, 
with  application,  probates  and  certificates,  is  to  be  registered  in 
the  county  where  the  principal  office  of  the  company  is  situated, 
and  also  registered  in  the  office  of  the  secretary  of  state;  and 
a  certificate  of  registration  given  by  the  secretary  of  state, 
under  the  great  seal  of  the  State,  shall,  when  registered  in  the 
register's  office  of  said  county,  with  the  fac  simile  of  said  seal, 
complete  the  formation  of  the  company  as  a  body  politic ;  and 
the  validity  of  the  same  in  any  legal  proceeding  shall  not  be 
collaterally  questioned. 

7.  Registration  to  be  coextensive  with  agencies. — 
1694.  If  the  corporation  establishes  agencies  in  any  other 
county,  the  instrument  must  be  registered  there  also. 

8.  Amendments  to  charters,  how  secured. — 1695. 
Any  corporation  which  may  desire  to  change  its  name,  increase 
its  capital  stock,  or  obtain  any  powers  granted  herein,  shall 
have  the  right  to  do  so,  by  the  board  of  directors  copying  said 
amendment,  and  making  an  application  in  these  words : 

"State  of  Tennessee — Act  of  Incorporation. 

"We,  the  undersigned,  comprising  the  board  of  directors 
of  (here  insert  the  name  of  the  corporation),  apply  to  the  State 
of  Tennessee,  by  virtue  of  the  general  laws  of  the  land,  for  an 
amendment  to  said  charter  of  incorporation,  for  the  purpose 
of  investing  said  corporation  with  the  power  (here  state  the 
clause  in  the  general  law  aforesaid,  which  is  desired  as  an 
amendment,  or  if  it  be  simply  to  change  the  name,  so  state  the 

*  See  No.  9,  p.  4S0. 


480  Religious  Corporations. 

fact).     Witness   our   hands  the  day  of  ."     (To  be 

signed  by  the  directors.) 

9.  Amendments  to  be  acknowledged  and  registered. 

— 1696.  This  instrument  shall  be  probated  or  acknowledged  as 
.hereinafter  provided,  and  the  certificate  of  registration  given 
by  the  secretary  of  state,  under  the  great  seal  of  the  State, 
shall  complete  the  amendment  to  said  act  of  incorporation,  and 
the  validity  thereof  shall  not,  in  any  legal  proceeding,  be  col- 
laterally questioned. 

10.  List  to  be  published  by  the  secretary  of  state.— 

1697.  The  secretary  of  state  shall  have  published  and  bound 
with  the  acts  of  each  general  assembly,  a  certified  list  of  all 
corporations  organized  under  this  chapter,  giving  the  name  and 
date  of  organization  of  each  corporation,  and  such  publication 
shall  be  legal  evidence  of  the  existence  of  such  corporations. 

11.  Legislature    can   amend    or   repeal. — 1699.     The 

powers  conferred  on  any  company  incorporated  hereunder  shall 
be  subject  to  repeal  or  amendment  at  the  will  of  the  legislature. 

12.  Prior  legal  obligations  valid  and  binding. — 1700. 

Any  obligation,  contract,  mortgage,  trust  deed,  agreement  in 
writing  or  otherwise,  heretofore  made  and  entered  into  by  or 
with  any  association  of  persons,  either  as  an  actual  or  pretended 
corporation,  or  as  individuals,  who  may  become  a  body  politic 
and  corporate,  under  the  provisions  hereof,  for  the  payment  of 
money  or  the  performance  of  any  lawful  act,  shall  be  binding 
upon  such  obligor  or  obligors,  in  favor  of  such  body  politic  and 
corporate,  just  as  if  such  obligation,  contract,  mortgage,  trust, 
or  agreement  had  been  originally  made  and  entered  into  by  and 
with  such  body  politic  and  corporate,  when  it  was  legally  in 
existence.  • 

13.  Evidences  of  prior  legal  obligations  valid. — 1701. 
Any  instrument  evidencing  such  obligation,  contract  mortgage, 
trust  deed,  or  agreement  required  by  existing  laws  to  be  regis- 
tered, whether  registered  before  or  after  the  creation  of  such 
body  politic  and  corporate,  shall  be  deemed,  taken  and  consid- 
ered as  notice  to  the  world,  from  the  time  of  such  registration, 
notwithstanding  the  fact  it  may  have  come  into  existence  sub- 
sequent to  the  registration  of  such  instrument  or  instruments. 

14.  Change  in  number  of  directors. — 1702.  All  pri- 
vate corporations  may  increase  or  diminish  the  number  of  their 


Tennessee.  481 

directors,  to  any  number  not  less  than  five,  upon  the  vote  of 
the  stockholders  representing  three-fourths  of  the  capital  stock. 

15.  Fees  of  State  officers. — 1703.  For  their  services, 
the  secretary  of  state  and  register  shall  each  receive  a  fee  of 
three  dollars,  and  the  clerk  the  same  fees  as  for  probate  of  deed. 

Art.  III.     Corporations  Not  for  Profit. 

16.  Purposes. — 1973-  Charters  may  be  granted  to  any 
association  of  individuals  organized  for  the  general  welfare  of 
society,  and  not  for  individual  profit,  as  follows : 

I.  The  support  of  public  worship,  the  building  of  churches 
and  chapels,  and  the  maintenance  of  all  missionary  under- 
takings  

17.  Form  of  charter. — 1974.  The  form  of  a  charter  for 
any  of  the  foregoing  purposes  shall  be  as  follows : 

"State  of  Tennessee — Charter  of  Incorporation. 

"Be  it  known,  that  (here  fill  this  blank  with  the  names  of 
five  or  more  persons  who  desire  to  be  incorporated),  are  hereby 
constituted  a  body  politic  and  corporate,  by  the  name  and  style 
of  (here  fill  the  blank  with  the  name  of  the  corporation,  and 
state  the  general  purposes  for  which  the  charter  is  sought,  em- 
bracing a  full  but  not  necessarily  minute,  account  of  the  objects 
of  the  association,  and  embodying,  verbatim^  somewhere  in  the 
statement,  the  proper  one  or  more  of  the  five  paragraphs*  in 
the  section  aforesaid,  within  the  purview  of  which  said  objects 
must  come)." 

18.  General  powers. — 1975.  The  general  powers  of  said 
corporation  shall  be  to  sue  and  be  sued  by  the  corporate  name ; 
to  have  and  use  a  common  seal,  which  it  may  alter  at  pleasure; 
if  no  common  seal,  then  the  signature  of  the  name  of  the  cor- 
poration, by  any  duly  authorized  officer,  shall  be  legal  and 
binding;  to  purchase  and  hold,  X)x  receive  by  gift,  bequest  or 
devise,  in  addition  to  the  personal  property  owned  by  the  cor- 
poration, real  estate  necessary  for  the  transaction  of  the  corpo- 
rate business,  and  also,  to  purchase  or  accept  any  real  estate  in 
payment,  or  part  payment,  of  any  debt  due  to  the  corporation, 
and  sell  the  same;  to  establish  by-laws,  and  make  all  rules  and 
regulations,  not  inconsistent  with  the  laws  and  constitution, 
deemed  expedient  for  the  management  of  corporate  affairs;  and 

*  See  No.  i6,  p.  4S1. 


482  Religious  Corporations. 

to  appoint  such  subordinate  officers  and  agents,  in  addition  to  a 
president  and  secretary  or  treasurer,  as  the  business  of  the  cor- 
poration may  require,  designate  the  name  of  the  office,  and  fix 
the  compensation  of  the  officer. 

19.  Officers  and  directors. — 1976.  The  said  five  or 
more  corporators  shall,  within  a  convenient  time  after  the  reg- 
istration of  this  charter  in  the  office  of  the  secretary  of  state, 
elect  from  their  number  a  president,  secretary  and  treasurer,  or 
the  last  two  officers  may  be  combined  into  one;  said  officers 
and  the  other  corporators  to  constitute  the  first  board  of  direc- 
tors. 

20.  Elections,  regulations  for. — 1977.  In  all  elections, 
each  member  to  be  entitled  to  one  vote,  either  in  person,  or  by 
proxy,  and  the  result  to  be  determined  by  a  majority  of  the 
votes  cast.  Due  notice  of  any  election  must  be  given  by  adver- 
tisement in  a  newspaper,  personal  notice  to  the  members,  or  a 
day  stated  on  the  minutes  of  the  board,  six  months  preceding 
the  election. 

21.  Directors,  record  of  proceedings. — 1978.  The 
board  of  directors  shall  keep  a  record  of  all  their  proceedings, 
which  shall  be  at  all  times  subject  to  the  inspection  of  any 
member.  The  corporation  may  establish  branches  in  any  other 
county  in  the  State. 

22.  Number  of  directors. — 1979.  The  board  of  direc- 
tors may  have  the  power  to  increase  the  number  of  directors  to 
fifteen  or  eighteen,  if  they  deem  the  interest  of  the  corporation 
requires  such  increase,  and  the  first  or  any  subsequent  board  of 
directors  may  have  the  power  to  elect  other  members,  who,  on 
acceptance  of  membership,  shall  become  corporators  equally 
with  the  original  corporators. 

23.  Prerequisites  of  membership. — 1980.  The  board 
of  directors  shall  have  the  right  to  determine  what  amount  of 
money  paid  into  the  treasury  shall  be  a  prerequisite  for  mem- 
bership, or,  if  necessary,  what  amount  shall  be  thus  annually 
paid;  and  a  failure  thus  to  pay,  shall,  in  the  discretion  of  the 
directors,  justify  the  expulsion  of  said  defaulting  member. 

24.  Term  of  office. — 1982.  The  term  of  all  officers  may 
be  fixed  by  the  by-laws ;  the  said  term  not,  however,  to  exceed 
three  years.  All  officers  hold  over  until  their  successors  are 
duly  elected  and  qualified. 


Tennessee,  483 

25.  No  profits  to  members.— 1983-  The  general  wel- 
fare of  society,  not  individual  profit,  is  the  object  for  which  this 
charter  is  granted,  and  hence  the  members  are  not  stockholders 
in  the  legal  sense  of  the  term,  and  no  dividends  or  profits  shall 
be  divided  among  the  members. 

26.  Corporations,  how  dissolved.— 1984.  The  mem- 
bers may,  at  any  time,  voluntarily  dissolve  the  corporation,  by 
a  conveyance  of  its  assets  and  property  to  any  other  corpora- 
tion holding  a  charter  from  the  State  for  purposes  not  of  indi- 
vidual profit,  first  providing  for  corporate  debts.  A  violation 
of  any  of  the  provisions  of  the  charter  shall  subject  the  corpo- 
ration to  dissolution  at  the  instance  of  the  State. 

27.  Charter  may  be  modified  or  amended. — 1985. 
This  charter  is  subject  to  modification  and  amendment;  and  in 
case  said  modification  or  amendment  is  not  accepted,  corporate 
business  is  to  cease,  and  the  assets  and  property,  after  payment 
of  debts,  are  to  be  conveyed,  as  aforesaid,  to  some  other  corpo- 
ration holding  a  charter  for  purposes  not  connected  with  indi- 
vidual profit.  Acquiescence  in  any  modification  thus  declared, 
shall  be  determined  in  a  meeting  of  the  members,  especially 
called  for  that  purpose,  and  only  those  voting  in  favor  of  the 
modification  shall  thereafter  compose  the  corporation. 

28.  Property  not  to  be  employed  for  other  than 
charter  objects. — 1986.  The  means,  assets,  income  or  other 
property  of  the  corporation  shall  not  be  employed,  directly  or 
indirectly,  for  any  other  purpose  whatever,  than  to  accomplish 
the  legitimate  objects  of  its  creation,  and  by  no  implication  or 
construction,  shall  it  possess  the  power  to  issue  notes  or  cur- 
rency, deal  in  currency,  notes  or  coin,  buy  and  sell  products,  or 
engage  in  any  kind  of  trading  operation,  nor  hold  any  more 
real  estate  than  is  necessary  for  its  legitimate  purposes. 

29.  Expulsion  and  liability. — 1987.    Expulsion  shall  be 

the  only  remedy  for  the  non-payment  of  dues  by  the  members, 

and  there  shall  be  no  individual  liability  against  the  members 

for  corporate  debts,  but  the  entire  corporate  property  shall  be 

liable  for  the  claims  of  creditors. 
I 

30.  Certain  charters  validated. — 1989.  i.  That  all 
charters  or  articles  of  incorporation  heretofore  taken  out  under 
the  general  corporation  laws  of  this  State  which  were  or  have 
been  acknowledged  or  proven  before  notaries  public,  are  hereby 


484  Religious  Corporations. 

ratified  and  confirmed,  and  shall  have  and  possess  the  same 
validity,  force,  and  effect  as  if  the  charters  of  such  corporations 
had  been  acknowledged  before  the  county  court  clerks.  (As 
amended,  March  10,  1890.) 

Title   X.     Of   Religious  Associations. 

Chap.  I.     Of  Regulations  Relating  to  Religious  Associa- 
tions AND  their  Property. 

31.  Limit  on  real  estate. — 2006.  Any  religious  denom- 
ination or  society,  whether  incorporated  or  not,  may  take,  by 
deed  or  otherwise,  and  hold,  not  exceeding  five  acres  of  land  at 
one  place  for  purposes  of  public  worship,  or  for  a  parsonage. 
(As  amended,  Feb.  16,  1889.) 

32.  Title  vested  in  trustees. — 2007.  All  lands  bought, 
or  otherwise  acquired  by  any  religious  denomination  or  society, 
shall  be  vested  in  a  board  of  trustees  or  other  persons  desig- 
nated by  the  members  of  such  denomination  or  society,  for  the 
use  and  benefit  thereof. 

33.  Trustees  may  sell  lands  subject  to  church  reg- 
ulations.— 2008.  In  all  cases  where  any  elders,  trustees  or 
church  officer  or  officers,  in  any  of  the  various  churches  or 
organizations  of  any  religious  denomination  in  this  State,  shall 
have  had,  or  may  hereafter  have  any  lands  conveyed  to  them 
for  the  use  of  their  respective  churches  or  congregations  as 
building  sites,  or  for  any  other  purpose,  by  deed,  grant,  devise 
or  in  any  other  manner,  they  or  their  successors  in  office, 
according  to  the  regulations  of  such  church  or  congregation, 
may  sell  and  convey  the  same  by  deed,  which  deed,  when 
officially  signed  by  such  elders,  trustees,  or  other  church  officer 
or  officers,  or  their  successors  in  office,  and  proven  and  regis- 
tered as  other  deeds,  shall  pass  the  title,  whether  for  life,  for 
years  or  in  fee,  to  such  land,  to  the  purchaser,  in  as  full  and 
ample  a  manner  as  if  said  church  officer  or  officers  held  the 
same  as  a  corporation,  and  had  conveyed  it  by  deed  under  their 
corporate  name. 

Denominational  Trustees.* 

[Act  of  March  4,  1891.] 

34.  How  incorporated. — Charter  of  incorporation  may 
be  granted  to  any  persons  not  less  than  five  in  number,  who 

*Chap.  32,  laws  of  1895,  provides  for  form  of  charter  for  executive  committees, 
boards,  or  trustees  of  religious  foreign  missionary  societies. 


Tennessee.  485 

have  been  selected  and  appointed  by  an)-  religious  denom- 
ination for  the  purpose  to  take  out  charter  and  become  a  body- 
politic  and  incorporate,  with  power  to  receive,  collect  and  hold 
in  trust,  for  the  benefit  of  religious  denominations  so  appointing 
them,  all  donations,  bequests,  devises,  legacies,  and  grants 
of  land  and  personalty  that  may  be  given,  conveyed,  or  be- 
queathed to  such  corporation  for  any  religious,  benevolent, 
educational,  missionary,  or  charitable  object:  and  said  corpora- 
tion shall  hold  the  same  in  accordance  with  the  direction  of  the 
donor,  conveyor  or  testator,  and  administer  the  same  for  the 
specific  object  indicated  by  the  donor,  conveyor  or  testator 
under  the  religious  denomination  so  appointing  the  trustees: 
and  in  all  cases  in  which  the  conveyor,  donor  or  testator  has 
not  indicated  any  special  or  general  object  to  which  the  same 
shall  be  applied  or  administered,  then  the  same  may  be  admin- 
istered in  behalf  of  any  religious,  educational,  benevolent,  or 
charitable  object  or  objects  to  which  the  governing  body  of 
such  denomination  shall  indicate  and  direct. 

35.  Name  and  seal. — 2.  That  such  corporation  shall 
have  a  corporate  name,  seal,  may  sue  and  be  sued,  have  suc- 
cession, and  the  form  of  the  charter  shall  be  the  same  as  that 
set  out  in  article  3,  §  1974,*  of  the  revised  code  of  Tennessee, 
compiled  and  edited  by  Milliken  &  Vertrees,  and  the  act  of 
1875,  chapter  142,  under  the  head  of  corporations  for  general 
welfare  and  not  for  profit. 

36.  Charter  to  be  registered,  etc. — 3.  That  the 
charter  for  said  corporation  shall  be  obtained  and  taken  out, 
signed,  acknowledged  and  registered  in  all  respects  as  now  pro- 
vided by  law  for  the  (other)  organizations. 

*  See  No.  17,  p.  481. 


TEXAS. 

CONSTITUTION. 

Article  I.     Bill  of  Rights, 

[In  effect,  April  i8,  1876.] 

1.  No  religious  test  for  officers.— 4-  No  religious  test 
shall  ever  be  required  as  a  qualification  to  any  office  or  public 
trust  in  this  State ;  nor  shall  any  one  be  excluded  from  hold- 
ing office  on  account  of  his  religious  sentiments,  provided  he 
acknowledge  the  existence  of  a  Supreme  Being. 

2.  Freedom   in   religious   worship    guaranteed. — 6. 

All  men  have  a  natural  and  indefeasible  right  to  worship 
Almighty  God  according  to  the  dictates  of  their  own  consci- 
ences. No  man  shall  be  compelled  to  attend,  erect  or  support 
any  place  of  worship,  or  to  maintain  any  ministry  against  his 
consent.  No  human  authority  ought,  in  any  case  whatever,  to 
control  or  interfere  with  the  rights  of  conscience  in  matters  of 
religion,  and  no  preference  shall  ever  be  given  by  law  to  any 
religious  society  or  mode  of  worship.  But  it  shall  be  the  duty 
of  the  legislature  to  pass  such  laws  as  may  be  necessary  to 
protect  equally  every  religious  denomination  in  the  peaceable 
enjoyment  of  its  own  mode  of  public  worship. 

3.  No  appropriations  for  sectarian  purposes. — 7.    No 

money  shall  be  appropriated  or  drawn  from  the  treasury  for 
the  benefit  of  any  sect  or  religious  society,  theological  or  relig- 
ious seminary;  nor  shall  property  belonging  to  the  State  be 
appropriated  for  any  such  purposes. 

Article  XII.      Private  Corporations. 

4.  General  laws  to  be  passed. — i.  No  corporation 
shall  be  created  except  by  general  laws. 

2.  General  laws  shall  be  enacted  providing  for  the  creation 
of  private  corporations,  and  shall  therein  provide  fully  for  the 
adequate  protection  of  the  public  and  of  the  individual  stock- 
holders. 

(486) 


Texas.  487 

STATUTES,  1888.    SUPPLEMENT,  1893. 
Title  XX.     Corporations,   Private. 
Chap.  II.     Creation  of  Corporations. 

5.  Private  corporations,  how  created. — 565.  Private 
corporations  may  be  created  by  the  voluntary  association  of 
three  or  more  persons,  for  the  purposes  and  in  the  manner 
hereinafter  mentioned. 

6.  Purposes. — 566.  The  purposes  for  which  private  cor- 
porations may  be  formed  are : 

1.  The  support  of  public  worship. 

2.  The  support  of  any  benevolent,  charitable,  educational 
or  missionary  undertaking 

7.  Charter,  requisites  of. — 567.  A  charter  must  be  pre- 
pared, setting  forth : 

1.  The  name  of  the  corporation. 

2.  The  purpose  for  which  it  is  formed. 

3.  The  place  or  places  where  its  business  is  to  be  trans- 
acted. 

4.  The  term  for  which  it  is  to  exist. 

5.  The  number  of  its  directors  or  trustees,  and  the  names 
and  residences  of  those  who  are  appointees  for  the  first  year. 

6.  The  amount  of  the  capital  stock,  if  any,  and  the  num- 
ber of  shares  into  which  it  is  divided.* 

8.  Charter  to  be  subscribed  and  acknowledged. 
Women  cannot  be  corporators  of  churches. — 568.  The 
charter  of  an  intended  corporation  must  be  subscribed  by  three 
or  more  persons,  two  of  whom  at  least  must  be  citizens  of  this 
State,  and  must  be  acknowledged  by  them  before  an  officer 
duly  authorized  to  take  acknowledgment  of  deeds.  Provided, 
That  all  charters  for  the  purposes  named  in  clause  2  ....  of 
article  566!  of  this  chapter  and  title  may  be  subscribed  by  mar- 
ried women,  who  may  also  be  stockholders,  officers,  and  direc- 
tors thereof;  and  their  acts,  contracts  and  deeds  shall  be  as 
binding  and  effective  for  all  the  purposes  of  said  corporation  as 
if  they  were  males,  and  joinder  and  consent  of  their  husbands 
and  privy  examinations  separate  and  apart  from  them  shall  not 
be  required.     [As  amended,  July  4,  1887.] 

*  See  No.  35,  p.  494.  t  See  No.  6,  p.  487. 


4^8  Religious  Corporations. 

9.  Charter  to  be  filed  and  recorded.  Copy  to  be 
evidence. — 569.  Such  charter  shall  thereupon  be  filed  in  the 
office  of  the  secretary  of  state,  who  shall  record  the  same  at 
length  in  a  book  kept  for  that  purpose,  and  retain  the  original 
on  file  in  his  office.  A  copy  of  the  charter,  or  of  the  record 
thereof  certified  under  the  great  seal  of  the  State,  shall  be  evi- 
dence of  the  creation  of  the  corporation, 

10.  Date  and  evidence  of  corporate  life. — 570.  The 
existence  of  the  corporation  shall  date  from  the  filing  of  the 
charter  in  the  office  of  the  secretary  of  state,  and  the  certifi- 
cate of  the  secretary  of  state  shall  be  evidence  of  such  filing. 

11.  Amendments   to    charters,    how   secured. — 571. 

Any  private  corporation  heretofore  organized  or  incorporated, 
or  which  may  hereafter  be  organized  or  incorporated,  for  any 
of  the  purposes  mentioned  in  this  chapter,  may  amend  or 
change  its  charter  or  act  of  incorporation,  by  filing,  authenti- 
cated in  the  manner  required  by  this  chapter  as  to  an  original 
charter  of  incorporation,  such  amendments  or  changes  with  the 
secretary  of  state;  and  in  case  of  a  corporation  created  by 
special  act  of  the  legislature,  said  corporation  shall  cause  the 
amendments  or  changes  to  its  charter  to  be  authenticated  as 
required  in  the  case  of  an  original  charter  of  incorporation, 
and  filed  with  the  secretary  of  state,  together  with  the  original 
charter  of  such  company,  and  such  amendments  thereto,  or 
changes  therein,  if  any,  as  have  been  made  by  special  act  of 
the  legislature,  and  the  same  shall  be  recorded  by  the  secretary 
of  state,  followed  by  the  proposed  amendments  or  changes 
thereof. 

12.  Date  and  evidence  of  amendments. — 572.  The 
amendments  or  changes  provided  for  in  the  preceding  article 
shall  take  effect  and  be  in  force  ^from  the  date  of  the  filing 
thereof  with  the  secretary  of  state,  and  the  certfficate  of  the 
secretary  of  state  shall  be  evidence  of  such  filing. 

13.  Certain  amendments  illegal. — 573.  No  amend- 
ment or  changes  violative  of  the  constitution  or  laws  of  this 
State,  or  of  any  of  the  provisions  of  this  title,  shall  be  of  any 
force  or  effect  which  are  not  germane  to  the  original  purposes 
or  charter  of  incorporation,  and  calculated  to  carry  out  and 
effect  the  same. 


Texas.  489 

14.  Legislature  can  amend  or  repeal  charters. — 574- 
All  charters  or  amendments  to  charters,  under  the  provisions 
of  this  chapter,  shall  be  subject  to  the  power  of  the  legislature 
to  alter,  reform  or  amend  the  same. 

Chap.   III.     Powers  and    Duties  of    Private  Corporations. 

15.  Powers. — 575.  Every  private  corporation,  as  such, 
has  power : 

1.  To  have  succession  by  its  corporate  name  for  the  period 
limited  in  the  charter,  not  to  exceed  fifty  years,  and  when  no 
period  is  limited  for  twenty  years. 

2.  To  maintain  and  defend  judicial  proceedings, 

3.  To  make  and  use  a  common  seal. 

4.  To  hold,  purchase,  sell,  mortgage  or  otherwise  convey 
such  real  and  personal  estate  as  the  purposes  of  the  corporation 
shall  require,  and  also  to  take,  hold  and  convey  such  other 
property,  real,  personal  or  mixed,  as  shall  be  requisite  for  such 
corporation  to  acquire  in  order  to  obtain  or  secure  the  payment 
of  any  indebtedness  or  liability  due  or  belonging  to  the  corpo- 
ration. 

5.  To  appoint  and  remove  such  subordinate  officers  and 
agents  as  the  business  of  the  corporation  shall  require,  and  to 
allow  them  a  suitable  compensation. 

6.  To  make  by-laws  not  inconsistent  with  existing  laws  for 
the  management  of  its  property,  the  regulation  of  its  affairs 
and  the  transfer  of  its  stock. 

7.  To  enter  into  any  obligation  or  contract  essential  to  the 
transaction  of  its  authorized  business. 

8.  To  increase  or  diminish,  by  a  vote  of  its  stockholders 
cast  as  its  by-laws  may  direct,  the  number  of  its  directors  or 
trustees,  to  be  not  less  than  three  nor  more  than  thirteen. 

9.  Any  private  corporation  created  either  by  special  act  of 
the  legislature,  or  under  the  provisions  of  the  general  law,  for 
the  support  of  any  benevolent,  charitable,  educational  or  mis- 
sionary undertaking,  ....  whose  charter  may  expire  or  may 
have  expired  by  limitation  may  revive  such  charter  with  all  the 
privileges  and  immunities  and  rights  of  property,  real  and  per- 
sonal, exercised  and  held  by  it  at  the  date  of  the  expiration  of 
its  said  charter,  by  filing,  with  the  consent  of  a  majority  of  its 
stockholders,  a  new  charter  under  the  provision  of  the  general 
law  of  the  State  of  Texas,  reciting  therein  such  original  privi- 
leges and  immunities  and   rights  of   property,   and  by  filing 

35 


49°  Religious  Corporations. 

therewith  a  certified  copy  of  such  original  forfeited  charter; 
and  any  two  or  more  of  such  corporations  may  revive  and  con- 
solidate their  charters  under  a  new  corporate  name  or  under 
the  name  of  either,  with  all  the  privileges,  immunities,  and 
rights  of  property,  real  and  personal,  enjoyed  by  each  at  the 
date  of  the  expiration  of  their  several  charters,  by,  in  like 
manner  filing  a  charter,  which  shall  recite  the  fact  of  consoli- 
dation, accompanied  by  certified  copies  of  said  original  charters ; 
Provided,  This  act  shall  not  be  construed  to  relieve  any  corpo- 
ration from  the  payment  of  occupation  taxes  now  or  hereafter 
required  by  law.     [As  amended.  Laws  of  1S83,  chap.  95.] 

16.  Unnecessary  lands  to  be  disposed  of. — 575a4. 
All  private  corporations  authorized  by  the  laws  of  Texas,  as 
provided  in  chapter  loi,  article  566,  acts  of  1891,  twenty-second 
legislature,  to  do  business  in  this  State,  whose  main  purpose  is 
not  the  acquisition  or  ownership  of  lands,  as  mentioned  in  the 
preceding  sections,  which  have  heretofore,  or  may  hereafter 
acquire,  by  lease,  purchase  or  otherwise,  more  land  than  is 
necessary  to  enable  them  to  carry  on  their  business,  shall, 
within  fifteen  years  from  the  time  this  act  takes  effect,  or  the 
date  said  land  may  be  hereafter  acquired  in  good  faith  sell  and 
convey  in  fee  simple  all  lands  so  acquired,  and  which  are  not 
necessary  for  the  transaction  of  their  business. 

And  no  private  corporation  shall  be  permitted  to  purchase 
any  land  under  the  provisions  of  this  and  the  preceding  sec- 
tions unless  the  lands  so  purchased  are  necessary  to  enable  such 
corporation  to  do  business  in  this  State,  or  except  where  such 
land  is  purchased  in  due  course  of  business  to  secure  the  pay- 
ment of  debt:  Provided,  That  nothing  in  this  law  shall  be 
construed  to  prohibit  the  lease,  purchase,  sale,  or  subdivision  of 
lands  within  incorporated  towns,  cities,  or  villages,  and  the 
suburbs  of  such  towns,  cities,  and  villages,  within  two  miles 
from  the  limits  of  said  incorporation  in  any  direction. 

17.  Trustees,    quorum   of,    and    annual    elections. — 

579.  A  majority  of  the  directors  or  trustees  shall  constitute  a 
quorum,  and  be  competent  to  fill  vacancies  in  the  board,  and  to 
transact  all  business  of  the  corporation.  An  annual  election 
shall  be  held  for  directors  or  trustees  at  such  time  and  place  as 
the  by-laws  of  the  corporation  may  require. 

18.  Officers  to  be  chosen. — 580.  The  directors  or  trus- 
tees shall  choose  one  of  their  number  president,  and  shall  ap- 


Texas.  49i 

point  a  secretary  and  treasurer  and  such  other  officers  as  they 
may  deem  necessary  for  the  corporation. 

19.  By-laws  to  be  adopted,  etc.— 581.     The  directors 

and  trustees  may  adopt  by-laws  for  the  government  of  the  cor- 
poration ;  but  such  by-laws  may  be  altered,  changed  or  amended 
by  a  majority  vote  of  the  stockholders  at  any  election  or  special 
meeting  ordered  for  that  purpose  by  the  directors  or  trustees, 
on  a  written  application  of  a  majority  of  the  stockholders  or 
members. 

20.  Number  of  directors  may  be  increased. — 582. 
All  corporations  heretofore  created  and  now  in  existence  under 
any  law  of  this  State,  are  hereby  authorized  to  increase  the 
number  of  directors  or  trustees  of  any  such  corporation. 

21.  Effect  of  failure  to  elect  directors. — 583.  In  case 
it  should  happen  that  an  election  for  directors  or  trustees  should 
not  be  held  on  the  day  appointed  by  the  by-laws  of  any  corpo- 
ration, such  corporation  shall  not  for  that  reason  be  deemed  to 
be  dissolved,  but  it  shall  be  lawful  on  any  other  day  to  hold  a 
meeting  and  elect  its  directors  or  trustees  in  such  manner  as 
shall  be  prescribed  by  the  by-laws  thereof. 

22.  Property  of  religious  corporations  to  vest  in 
trustees,  etc. — 584.  The  secular  affairs  of  a  religious  corpo- 
ration shall  be  under  the  control  of  a  board  of  trustees  to  be 
elected  by  the  members  of  such  corporation,  and  the  title  to  all 
property  of  any  such  corporation  shall  vest  in  such  trustees. 

23.  Property  to  be  used  only  for  charter  objects. 
— 589.  No  corporation  created  under  the  provisions  of  this  title 
shall  employ  its  stock,  means,  assets,  or  other  property,  directly 
or  indirectly,  for  any  other  purpose  whatever,  than  to  accom- 
plish the  legitimate  objects  of  its  creation. 

24.  May  recover  debts  from  members. — 593.  All 
bodies  corporate  may  sue  for,  recover  and  receive  from  their 
respective  members,  all  arrears  or  other  debts,  dues  or  other 
demands,  which  now  are,  or  hereafter  may  be  owing  to  them, 
in  like  mode,  manner  and  form,  as  they  might  sue  for,  recover 
and  receive  the  same  from  any  person  not  a  member  of  their 
body. 


492  Religious  Corporations. 

Chap.   IV.     Miscellaneous    Provisions. 

25.  Misnomer  not  to  vitiate  conveyances,  etc. — 598. 
No  misnomer  of  any  corporation  shall  defeat  or  vitiate  any 
gift,  grant,  conveyance,  devise  or  bequest  to  the  same 

26.  Obligation  to  ostensible  corporation  may  be 
valid. — -599.  No  person  who  assumes  an  obligation  to  an 
ostensible  corporation  as  such,  shall  resist  the  enforcement  of 
such  obligation  on  the  ground  that  there  was  in  fact  no  such 
corporation,  until  that  fact  has  been  adjudged  in  a  direct  pro- 
ceeding had  for  the  purpose. 

27.  Conveyances,  how  made. — 600.  Any  corporation 
may  convey  lands  by  deed,  sealed  with  the  common  seal  of  the 
corporation,  and  signed  by  the  president  or  the  presiding 
member  or  trustee  of  said  corporation ;  and  such  deed,  when 
acknowledged  by  such  officer  to  be  the  act  of  the  corporation, 
or  proved  in  the  manner  prescribed  for  other  conveyances  of 
lands,  may  be  recorded  in  like  manner  and  with  the  same  effect 
as  other  deeds. 

28.  Corporations  under  act  of  1871  validated. — 602. 

All  articles  of  association  filed  in  the  state  department  in 
accordance  with  the  provisions  of  an  act  entitled  "  An  act  con- 
cerning private  corporations,"  purporting  to  have  been  passed 
December  2,  187 1,  are  hereby  validated  as  fully  as  if  filed  under 
the  provisions  of  this  title. 

29.  Records  of  corporation  to  be  evidence. — 601. 
The  records  of  any  company  incorporated  under  the  provisions 
of  any  statute  of  this  State,  or  copies  thereof  duly  authenti- 
cated by  the  signatures  of  the  president  and  secretary  of  such 
company,  under  the  corporate  seal  thereof,  shall  be  competent 
evidence  in  any  action  or  proceeding  to  which  such  corporation 
may  be  a  party. 

Chap.  V.      Dissolution  of  Private  Corporations. 

30.  How  effected. — 604.     A  corporation  is  dissolved  : 

1,  By  the  expiration  of  the  time  limited  in  its  charter. 

2.  By  a  judgment  of  dissolution  rendered  by  a  court  or 
competent  jurisdiction. 

31.  Limit  for  commencing  operations  three  years. — 

605.      Every  corporation  created  under  this  title,  or  any  general 


Texas.  493 

law  of  this  State,  shall  commence  active  operations  within  three 
years  after  filing  its  charter  with  the  secretary  of  state,  and  in 
default  thereof  said  corporation  shall  be  dissolved  and  its 
charter  become  void. 

32.  Trustees  may  be  receivers. — 606.  Upon  the  dis- 
solution of  any  corporation  already  created  by  or  under  the 
laws  of  this  State,  unless  a  receiver  is  appointed  by  some 
court  of  competent  authority,  the  president  and  directors 
or  managers  of  the  affairs  of  the  corporation  at  the  time 
of  its  dissolution,  by  whatever  name  they  may  be  known  in 
law,  shall  be  trustees  of  the  creditors  and  stockholders  of 
such  corporation,  with  full  power  to  settle  the  affairs,  col- 
lect the  outstanding  debts,  and  divide  the  moneys  and  other 
property  among  the  stockholders,  after  paying  the  debts  due 
and  owing  by  such  corporation  at  the  time  of  its  dissolu- 
tion as  far  as  such  money  and  property  will  enable  them; 
and  for  this  purpose  they  may  maintain  or  defend  any  judi- 
cial proceeding. 

33.  Responsibility  of  receivers. — 607.  The  trustees 
mentioned  in  the  preceding  article  shall  be  severally  responsible 
to  the  creditors  and  stockholders  of  such  corporation  to  the 
extent  of  its  property  and  effects  that  shall  have  come  into 
their  hands. 


Chap.  XL     Religious,  Charitable  and  Other 
Corporations. 

34.  Churches,  how  incorporated.  Powers.  Trus- 
tees cannot  exercise  spiritual  functions. — 637.  Any  re- 
ligious society  ....  may,  by  the  consent  of  a  majority  of  its 
members,  become  bodies  corporate  under  this  title,  electing 
directors  or  trustees,  and  performing  such  things  as  are  directed 
in  the  case  of  other  corporations ;  and,  when  so  organized,  shall 
have  all  the  powers  and  privileges,  and  be  subject  to  all  the 
restrictions  in  this  title  contained,  for  the  objects  named  in  the 
charter,  and  shall  have  the  same  power  to  make  by-laws  for  the 
regulation  of  their  affairs  as  other  corporations. 

Such  directors  and  trustees  shall  not  usurp  or  exercise  the 
functions  of  the  officers  in  charge  of  the  spiritual  affairs  of  any 
society. 


494  Religious  Corporations. 

35.  Church  charters  need  not  include  capital  stock. 

—  638.  No  religious,  literary,  social,  scientific,  industrial, 
benevolent  or  other  society,  association,  company,  corporation 
or  institution,  that  does  not  have  a  capital  stock,  will  be  re- 
quired in  its  charter  to  make  any  statement  of  the  amount  of 
capital  stock  or  amount  of  each  share ;  but  such  charter,  if  it 
contains  the  other  statements  therein  required,  and  also  an 
estimate  of  the  value  of  the  goods,  chattels,  lands,  rights  and 
credits  owned  by  the  corporation,  will  be  sufficient. 


UTAH.* 


CONSTITUTION. 

Article  I.     Declaration  of  Rights. 
(In  effect,  Jan.  4,  1896.) 

1.  No  religious  tests  for  office,  nor  establishment  of 
religion,  etc. — 4.  The  rights  of  conscience  shall  never  be  in- 
fringed. The  State  shall  make  no  law  respecting  an  establish- 
ment of  religion  or  prohibiting  the  free  exercise  thereof;  no 
religious  test  shall  be  required  as  a  qualification  for  any  office 
of  public  trust  or  for  any  vote  at  any  election,  nor  shall  any  per- 
son be  incompetent  as  a  witness  or  juror  on  account  of  religious 
belief  or  the  absence  thereof.  There  shall  be  no  union  of 
church  and  State,  nor  shall  any  church  dominate  the  State  or 
interfere  with  its  functions.  No  public  money  or  property  shall 
be  appropriated  for  or  applied  to  any  religious  worship,  exercise 
or  instruction,  or  for  the  support  of  any  ecclesiastical  establish- 
ment .... 

2.  All  charters  revocable. — 23.  No  law  shall  be  passed 
granting  irrevocably  any  franchise,  privilege  or  immunity. 

Article  III.     Ordinance. 

3.  Freedom  of  worship  assured. — The  following  ordi- 
nance shall  be  irrevocable  without  the  consent  of  the  United 
States  and  the  people  of  this  State : 

First,  Perfect  toleration  of  religious  sentiment  is  guaran- 
teed. No  inhabitant  of  this  State  shall  ever  be  molested  in 
person  or  property  on  account  of  his  or  her  mode  of  religious 
worship 

Article  VI.      Legislative  Department. 

4.  General  laws  to  be  enacted.  Limits  on  legislative 
power. — 26.  The  legislature  is  prohibited  from  enacting  any 
private  or  special  laws 

♦Utah  has  become  the  forty-fifth  State.  The  enabling  act  was  approved  July  17, 
1894.  and  the  Territory  admitted  Jan.  4,  1896.  For  U.  S.  laws  applicable  in  the  Territo- 
ries see  Arizona,  p.  4.    See  also  No.  12,  p.  497. 

(495) 


496  Religious  Corporations. 

Sixteenth,  Granting  to  an  individual,  association,  or  corpo- 
ration any  privilege,  immunity,  or  franchise. 

Eighteenth,  ....  The  legislature  may  repeal  any  exist- 
ing special  law  relating  to  the  foregoing  subdivisions. 

In  all  cases  where  a  general  law  can  be  applicable  no  special 
law  shall  be  enacted. 

5.  Future  benefits  dependent  upon  acceptance  of 

constitution. — 2 no  corporation  in  existence  at  the 

time  of  the  adoption  of  this  constitution  shall  have  the  benefit 
of  future  legislation  without  first  filing  in  the  office  of  the  secre- 
tary of  state  an  acceptance  of  the  provisions  of  this  constitution. 

6.  Charter  not  to  be  extended. — 3.  The  legislature 
shall  not  extend  any  franchise  or  charter  of  any  corporation 
now  existing  or  which  shall  hereafter  exist  under  the  laws  of 
this  State. 

7.  Definition  and  powers  of  corporations. — 4-     The 

term  "corporation,"  as  used  in  this  article,  shall  be  construed 
to  include  all  associations  ....  having  any  powers  or  privi- 
leges of  corporations  not  possessed  by  individuals  or  partner- 
ships, and  all  corporations  shall  have  the  right  to  sue,  and  shall 
be  subject  to  be  sued,  in  all  courts  in  like  cases  as  natural 
persons. 

Article  X.     Education. 

8.  No  appropriations  for  religious  institutions. — 13. 

Neither  the  legislature  nor  any  ....  public  corporation  shall 
make  any  appropriation  to  aid  in  the  support  of  any  school 
....  or  other  institution  controlled  in  whole  or  in  part  by  any 
church,  sect,  or  denomination  whatever. 

Article  XII.     Corporations. 

9.  General  laws  to  be  enacted. — i.  Corporations  may 
be  formed  under  general  laws,  but  shall  not  be  created  by  spe- 
cial acts.  All  laws  relating  to  corporations  may  be  altered, 
amended,  or  repealed  by  the  legislature,  and  all  corporations 
doing  business  in  this  State  may,  as  to  such  business,  be  regu- 
lated, limited,  or  restrained  by  law. 

10.  Conditions  precedent  to  transaction  of  business. 

— 9.  No  corporation  shall  do  business  in  this  State  without 
having  one  or  more  places  of  business,  with  an  authorized  agent 
or  agents  upon  whom  process  may  be  served,  nor  without  first 


Utah  497 

filing  a  certified  copy  of  its  articles  of  incorporation  with  the 
secretary  of  state. 

11.  Limit  upon  business. — 10.  No  corporation  shall  en- 
gage in  any  business  other  than  that  expressly  authorized  in  its 
charter  or  articles  of  incorporation. 

Article  XXIV.     Schedule. 

12.  Territorial  laws  in  force.— 2.  All  laws  of  the  Terri- 
tory of  Utah  now  in  force,  not  repugnant  to  this  constitution, 
shall  remain  in  force  until  they  expire  by  their  own  limitations, 
or  are  altered  or  repealed  by  the  legislature 


COMPILED  LAWS,  1888. 

[With  amendments  to  1895.] 

Part  IV.     Chap.  I.     Private  Corporations  and  Asso- 
ciations. 

13.  Number  of  corporators. — 2267.  Hereafter,  when- 
ever any  number  of  persons,  not  less  than  five,  one-third  of 
whom  being  residents  of  this  Territory,  and  desirous  of  associ- 
ating themselves  together  for  the  establishing  and  conducting 
any  ....  colleges,  seminaries,  churches,  libraries,  or  any 
other  benevolent,  charitable,  or  scientific  associations,  or  for 
any  rightful  subject,  consistent  with  the  constitution  and  laws 
of  the  United  States  and  the  laws  of  this  Territory,  and  who 
wish  to  incorporate  for  that  purpose,  may,  by  complying  with 
the  provisions  of  this  act,  become  a  body  corporate. 

14.  Agreement,  contents  of.* — 2268.  They  shall  enter 
into  an  agreement  in  writing,  signed  by  each  of  them,  and  by 
at  least  three  of  their  number  acknowledged  before  the  probate 
judge  of  the  county  in  which  they  have  established  or  intend  to 
establish  their  principal  place  of  business,  stating  the  precinct 
or  city,  and  stating  the  name  of  the  association,  their  names  and 
places  of  residence  written  in  full,  the  time  of  its  duration, 
which  shall  not  in  any  case  be  less  than  three  years  nor  more 
than  fifty  years,  the  pursuit  or  business  agreed  upon,  specifying 
it  in  general  terms,  the  place  of  its  general  business,  .... 
the  number  and  kind  of  officers  for  the  association,  with  their 
qualifications  and  term  of  office  and  the  time  and  manner  of 

*  See  No.  28,  p.  501. 


498  Religious  Corporations. 

their  election,  removal  and  resignation,  how  many  of  the  entire 
board  of  directors  or  trustees  shall  be  necessary  to  form  a  quo- 
rum and  be  authorized  to  transact  the  business,  and  exercise 
the  corporate  powers  of  the  corporation  ....  with  such  addi- 
tional clauses  as  they  deem  necessary  for  the  conducting  of  the 
business  and  its  future  safety  and  welfare.  To  this  there  shall 
be  added  the  oath  or  affirmation  of  three  or  more  of  their 
number  to  the  effect  that  they  have  commenced,  or  it  is  bona 
fide  their  intention  to  commence,  and  carry  on  the  business 
mentioned  in  the  agreement.     [As  amended,  Mar.  13,  1890.] 

15.  Agreement  to  be  recorded. — 2269.  The  agreement, 
with  the  oath  or  affirmation,  shall,  within  ten  days  from  its  due 
execution,  be  deposited  with  the  probate  clerk  of  the  county  in 
which  the  general  business  is  to  be  carried  on,  and  shall  be  by 
him  recorded  in  a  book  to  be  prepared  for  that  purpose  and 
kept  in  his  office,  the  expenses  of  which  recording  shall  be  paid 
by  the  association. 

16.  Filing  agreement.    Certificate  of  incorporation. 

— 2271.  So  soon  as  the  agreement  and  oath  or  affirmation  and 
oath  of  office  and  bonds  are  filed,  the  clerk  of  the  probate 
court  shall  issue  under  the  seal  of  the  court,  a  certificate 
.  .  .  .  ;  Provided,  That  corporations  formed  for  religious,  social, 
benevolent,  educational  or  scientific  purposes,  ....  shall  not 
be  required  to  file  copies  of  their  articles  in  the  office  of  the 
secretary  of  the  Territory,  but  the  clerk  of  the  probate  court 
shall  issue  to  such  corporations,  under  the  seal  of  the  court,  a 
certificate  to  the  effect  that  the  articles  of  agreement  and  oath 
or  affirmation  have  been  filed  in  his  office,  which  certificate  shall 
be  evidence  of  the  due  incorporation  of  the  same. 

17.  Powers.  By-laws.  Quorum  of  directors. — 2272. 
The  corporation  in  its  name  shall  have  power  to  make  con- 
tracts, to  sue  and  to  be  sued,  to  have  a  seal,  which  it  may  alter 
at  pleasure,  to  buy,  use,  and  sell  or  dispose  of  all  such  real 
estate  as  may  be  necessary  for  its  general  business  and  such  as 
shall  be  necessary  for  the  collection  of  its  debts  or  judgments 
or  decrees  in  its  favor;  but  it  shall  not  have  power  to  enter 
into,  as  a  business,  the  buying  and  selling  of  real  estate.  It 
may  make  all  such  by-laws,  rules  and  regulations,  not  incon- 
sistent with  the  laws  in  force,  or  which  may  be  in  force  in  this 
Territory,  and  not  inconsistent  with  other  corporate  rights,  and 
vested  privileges,  as  may  be  necessary  to  carry  into  effect  the 


Utah  499 

object  of  the  association ;  and  such  by-laws,  rules  and  regula- 
tions may  be  made  in  a  general  meeting  of  the  stockholders  or 

by  a  board  of  directors  or  trustees  selected  by  them 

The  corporate  powers  of  the  corporation  shall  be  exercised  by 

the   board   of   directors  or   trustees The   number   of 

directors  or  trustees  named  in  the  agreement  of  incorporation 
as  being  sufficient  to  form  a  quorum  for  the  transaction  of  busi- 
ness shall  form  a  board,  providing  that  a  quorum  shall  not  be 
less  than  one-fourth  of  the  whole  number  of  directors  or  trus- 
tees, and  every  decision  of  a  majority  of  the  board  so  formed 
shall  be  valid  as  a  corporate  act,  and  all  corporate  acts  hereto- 
fore exercised  by  the  board  of  directors  or  trustees  of  any  cor- 
poration organized  under  and  by  virtue  of  the  laws  of  Utah 
Territory,  are  hereby  validated  and  confirmed.  [As  amended, 
Mar.  13,  1890.] 

18.  Settlement  after  dissolution,  how  effected.* — 2275. 
Whenever  the  corporation  shall  be  dissolved,  if  there  shall  be 
debts  or  claims  due  to  it,  or  debts  and  obligations  against  it,  or 
assets,  real  or  personal,  not  converted  into  money  for  distribu- 
tion, the  corporate  powers  shall  be  continued  for  the  purpose 
of  collecting  the  debts  or  claims  due  and  paying  its  debts  or 
obligations,  and  selling  and  converting  its  assets  into  money 
and  distributing  the  same  among  the  stockholders;  and  if  no 
sufficient  means  of  effecting  the  object  and  intent  of  this  sec- 
tion be  provided  in  the  agreement  or  by-laws,  the  court  shall 
have  power  on  the  application  of  any  person  interested,  to 
make  all  needful  rules  and  orders  and  judgments  necessary  to 
carry  the  provisions  of  this  section  into  effect. 

19.  Removal  of  officers.  Term  of  service. — 2277.  The 
directors,  trustees  or  other  officers  may  be  removed  from  office 
for  misconduct  in  the  manner  prescribed  by  the  agreement  of 
incorporation  or  the  by-laws,  and  all  such  officers  after  being 
qualified  to  act  may  continue  to  act  unless  removed  for  miscon- 
duct until  their  successors  are  elected  or  appointed  and  quali- 
fied.    [As  amended.  Mar.  13,  1890.] 

20.  Postponed  elections,  when  to  beheld. — 2278.  If, 
from  any  cause,  the  officers  shall  not  be  elected  at  the  time  pro- 
vided in  the  agreement  or  by-laws,  such  election  may  be  made 
at  such  other  time  as  the  officers  and  directors  may  appoint. 
If  such  appointment  be  not  made  within  three  months,  then  at 
the  call  of  any  six  stockholders. 

*§  2274,  on  Dissolution,  appears  to  apply  only  to  stock  corporations. 


500  Religious  Corporations. 

21.  Records  to  be  kept. — 2279.  It  shall  be  the  duty  of 
the  corporation  to  keep  true  and  correct  books  of  its  proceed- 
ings and  business. 

22.  False  entries  on  records,  etc. — 2281.  If  the  sec- 
retary, clerk,  or  other  person  having  the  charge  of  keeping  the 
books  of  the  corporation,  or  any  other  person  whose  duty  it  is 
to  make  entries  in  such  books,  shall  willfully  omit  to  make  the 
proper  entries,  or  shall  and  willfully  make  any  false  and  ficti- 
tious entries  therein,  with  intent  to  deceive  or  defraud  the  cor- 
poration or  any  stockholder,  creditor  or  other  person,  he  and 
his  counsellors,  advisers,  aiders  and  abettors  shall  be  deemed 
guilty  of  forgery,  and  shall  be  punished  as  provided  by  law  for 
the  punishment  of  the  crime  of  forgery. 

23.  Improper  practices  to  be  punished. — 2282.  If  any 
officer,  director,  employee,  or  other  person  having  the  charge 
or  management  of  any  money  or  other  property  of  the  corpo- 
ration, or  to  whom  any  such  money  or  other  property  shall  be 
entrusted  for  any  purpose  whatever,  shall  fraudulently  misap- 
ply, carry  away,  secrete,  conceal  or  convert  to  his  own  use 
any  such  money  or  other  property  with  intent  to  defraud  such 
corporation,  or  any  stockholder,  creditors  or  other  person,  he, 
his  counsellors,  aiders  and  abettors  shall  be  deemed  guilty  of 
embezzlement,  and  shall  be  punished  as  provided  by  law  for 
the  punishment  of  embezzlement. 

24.  Transcript  of  record. — 2283.  It  shall  be  the  duty  of 
the  clerk,  with  whom  the  records  in  this  act  mentioned  are 
kept,*  at  the  request  of  any  person  interested  therein,  or  who 
needs  the  same  for  evidence,  on  being  paid  his  fees  therefor, 
to  give  a  transcript  of  such  record  under  the  seal  of  said  court, 
....  which  transcript  shall  be  conclusive  evidence  of  such 
record  and /rzw^  _/«rzV  evidence  of  the  facts  therein  stated. 

25.  Must  commence  operations  within  two  years. — 

2284.    Non-use  for  two  years  of  the  franchise  herein  given,  shall 
be  a  forfeiture  of  the  privileges  herein  granted. 

26.  Legislature  may  amend  or  repeal. — 2287.  The 
governor  and  legislative  assembly  may  hereafter  modify  or  re- 
peal this  act;  but  if  it  be  repealed,  or  if  the  franchise  of  any  cor- 
poration organized  under  this  act,  shall  be  forfeited,  the  corpo- 

*  See  No.  i6,  p.  498. 


Utah,  501 

ration  may  continue  for  the  purposes  specified  in   section  9*  of 
the  act  to  which  this  is  an  amendment. 

Incorporation  of  Religious  Societies. 

27.  Directors  to  be  elected. — 2288.  Religious,  social, 
benevolent,  scientific  and  other  corporations  included  in  sectionf 
I  of  this  act,  when  pecuniary  profit  is  not  their  object,  may,  in 
accordance  with  the  rules,  regulations,  or  discipline  of  such 
association  or  institution,  elect  directors,  the  number  thereof  to 
be  not  less  than  three  or  more  than  thirteen,  and  may  incorpo- 
rate themselves  as  provided  in  this  act. 

28.  Articles,  contents  of.  OflBcers,  term  and  qualify- 
ing of. — 2289.  Instead  of  the  requirements  provided  for  in- 
corporating associations  in  section;};  2  of  this  act  pertaining  to 
subscription  of  capital  stock,  or  the  payment  thereof,  it  shall  be 
sufficient  for  the  associations  mentioned  in  the  preceding  sec- 
tion, if  the  articles  of  agreement  or  incorporation  set  forth  the 
holding  of  the  election  of  directors,  the  time  and  place  where 
the  same  was  held,  that  a  majority  of  the  members  of  such  religi- 
ous, social,  scientific,  or  benevolent  association,  or  branch 
thereof,  were  present  at  such  election  and  signed  the  articles  of 
agreement  and  the  result  thereof;  to  be  verified  by  the  officers 
conducting  such  election.  Said  directors  or  other  officers  shall 
qualify  and  continue  in  office  as  provided  in  the  articles  of 
agreement  or  by-laws  consistent  with  this  act. 

29.  Powers.  Annual  report. — 2290.  Corporations  re- 
ferred to  in  the  two  preceding  sections  may  hold  all  the  property 
of  the  association,  or  members  thereof,  owned  prior  to  incorpo- 
ration or  acquired  thereafter  in  any  manner,  and  transact  all 
business  relative  thereto ;  but  no  such  corporation  must  own  or 
hold  more  real  estate  than  may  be  necessary  for  the  business  and 
objects  of  the  association ;  Provided,  That  incorporated  associa- 
tions of  Masons,  Odd  Fellows,  endowed  institutions  of  learning, 
or  other  associations,  under  the  provisions  of  this  act,  may  hold 
such  real  estate  as  may  be  necessary  to  carry  out  their  charita- 
ble purposes,  or  for  the  establishment  and  endowment  of  insti- 
tutions of  learning  connected  therewith.  The  directors  must 
annually  make  a  full  report  of  all  propert}-,  real  and  personal, 
held  in  trust  for  their  corporation  by  them,  and  of  the  condition 
thereof,  to  the  members  of  the  association  for  which  they  are 
acting. 

*  See  No.  i8,  p.  499,  fSee  No.  13,  p.  497.  %  See  No.  14,  p.  497. 


502  Religious  Corporations. 

30.  Mortgage  or  sale  must  be  authorized  by  mem- 
bers.— 2291.  Corporations  organized  by  members  of  associa- 
tions mentioned  in  section  22  of  this  act,  may,  when  necessary 
for  their  good,  mortgage  or  sell  their  real  estate  or  personal 
property ;  Provided^  That  such  mortgage  or  sale  must  be  au- 
thorized by  a  two-thirds  majority  vote  of  its  members  present 
at  a  duly  called  meeting  for  that  purpose.  Such  sale  may  be 
made  by  the  directors  of  such  corporation  and  the  proceeds 
thereof  used  as  may  be  provided  by  the  by-laws  thereof. 

31.  Method  of  validating  defective  organizations.— 

2292.  All  associations  incorporated,  or  purported  to  be  incor- 
porated under  the  laws  of  this  Territory,  which  have  heretofore 
filed,  acknowledged,  verified  and  recorded  their  articles  of 
agreement,  or  incorporation,  in  any  county  of  the  Territory, 
shall  be  established  and  confirmed  as  corporations  from  the  time 
of  the  organization  thereof,  as  fully  as  if  said  articles  were 
acknowledged,  verified,  filed  and  recorded  in  the  county  of  the 
principal  place  of  business  of  said  incorporation,  upon  the  filing 
of  such  incorporation  of  certified  copies  of  its  articles  and  cer- 
tificate of  incorporation  with  the  secretary  of  the  Territory,  and 
with  the  clerk  of  the  county  court  of  the  county  of  this  Territory 
in  which  its  principal  office  or  place  of  business  is  situated. 

Part  IX.      Chap.  III.      Interpretation. 

32.  What  certain  words  include. — 2983.  Words  used 
in  one  tense  may  include  either;  the  masculine  the  feminine; 
the  singular  the  plural;  and  the  plural  the  singular;  "person  " 
may  include  a  partnership,  corporation  or  company;  "writing" 
may  include  printing,  and  ' '  oath  "  include  affirmation  or  declara- 
tion; "  signature  "  may  include  a  mark  with  the  person's  name 
written  near  it,  and  witnessed  by  some  person  who  can  write; 
and  where  joint  authority  is  given  to  three  or  more  persons,  such 
authority  executed  by  a  majority  of  such  persons  shall  be  valid, 
unless  otherwise  restricted  in  the  law  or  instrument  conferring 
such  authority. 

33.  Meaning  of  "seal." — 2984.  The  word  "  seal  "  may 
include  a  scroll,  printed  or  written,  opposite  the  signature. 

Particular  Denominations. 

34.  Sections  2438  to  2443  contain  the  ordinance  for  the 
incorporation  of  the  Church  of  Jesus  Christ  of  the  Latter-Day 
Saints,  commonly  known  as  the  Mormon  Church. 


VERMONT. 

CONSTITUTION. 
(In  effect,  July  g,  1793.) 

Chap.  I. 

1.  Religious  freedom  guaranteed.  Observance  of  the 
Sabbath. — 3,  All  men  have  a  natural  and  unalienable  right, 
to  worship  Almighty  God,  according  to  the  dictates  of  their  own 
consciences  and  understandings,  as  in  their  opinion  shall  be  regu- 
lated by  the  word  of  God ;  and  ....  no  man  ought  to,  or  of  right 
can  be  compelled  to  attend  any  religious  worship,  or  erect  or  sup- 
port any  place  of  worship,  or  maintain  any  minister,  contrary  to 
the  dictates  of  his  conscience,  nor  can  any  man  be  justly  de- 
prived or  abridged  of  any  civil  right  as  a  citizen,  on  account  of 
his  religious  sentiments,  or  peculia(r)  mode  of  religious  wor- 
ship ;  and  ....  no  authority  can,  or  ought  to  be  vested  in,  or 
assumed  by,  an}'  power  whatever,  that  shall  in  any  case  inter- 
fere with,  or  in  any  manner  control  the  rights  of  conscience,  in 
the  free  exercise  of  religious  worship.  Nevertheless,  every  sect 
or  denomination  of  Christians  ought  to  observe  the  Sabbath  or 
Lord's  day,  and  keep  up  some  sort  of  religious  worship,  which 
to  them  shall  seem  most  agreeable  to  the  revealed  will  of  God. 

Chap.  II. 

2.  Assembly's  power  over  charters. — 9.     The  general 

assembly  ....  shall  have  power  to  ...  .  grant  charters  of 
incorporation. 

3.  Religious  societies  to  be  protected. — 41 

All  religious  societies,  or  bodies  of  men,  that  may  be  hereafter 
united  or  incorporated  for  the  advancement  of  religion  .... 
shall  be  encouraged  and  protected  in  the  enjoyment  of  the  privi- 
leges, immunities,  and  estates,  which  they  in  justice  ought  to 
enjoy,  imder  such  regulations  as  the  General  Assembly  of  this 
State  shall  direct. 

(503) 


504  Religious  Corporations. 

REVISED  LAWS,  1880* 
Title  I.     Construction  of  Statutes.     Chap.  I. 

4.  Pews  are  real  estate. — 9 Pews  or  slips  in 

places  of  public  worship  shall  be  treated  as  real  estate. 

Title  XI.     Chap.    LXXXIII.     Levy  or  Execution. 

5.  Pews  cannot  be  sold  on  execution.! — 1556.  The 
goods  or  chattels  of  a  debtor  may  be  taken  and  sold  on  execu- 
tion except  ....  one  pew  or  slip  in  a  meeting  house  or  place 
of  religious  worship. 

Title  XIII.     Chap.   XCVIII.     Conveyances  and  Devises  of 
Real  and  Personal  Estate  for  Religious  Purposes. 

6.  Corporation  may  appoint  agent. — 1926.  A  public 
or  private  corporation,  authorized  to  hold  real  estate,  may  con- 
vey the  same  by  an  agent  appointed  by  vote  for  that  purpose. 

7.  No  estate  to  vest  in  ecclesiastical  persons. — 1956. 
No  grant,  conveyance,  devise,  or  lease  of  personal  or  real  estate 
to,  nor  a  trust  of  such  personal  or  real  estate  for  the  benefit  of 
a  person  and  his  successor  in  any  ecclesiastical  office,  shall  vest 
an  estate  or  interest  in  such  person  or  his  successor;  and  no 
such  grant,  conveyance,  devise,  or  lease  to  or  for  such  person, 
by  the  designation  of  such  office,  shall  vest  an  estate  or  interest 
in  a  successor  of  such  person.  But  this  section  shall  not  be 
deemed  to  admit  the  validity  of  such  grant,  conveyance,  devise, 
or  lease  heretofore  made. 

8.  Real  estate  to  vest  only  in  religious  corporation. 

— 1957.  No  future  grant,  conveyance,  devise  or  lease,  of  real 
estate  for  the  purpose  of  religious  worship  for  the  use  of  a  con- 
gregation or  society,  shall  vest  a  right,  title  or  interest  in  a  per- 
son to  whom  such  grant,  conveyance,  devise  or  lease  is  made, 
unless  the  same  is  made  to  a  corporation  organized  for  the  sup- 
port of  the  gospel  and  the  maintenance  of  public  worship,  or  to 
procure,  hold,  and  keep  in  repair  a  house  of  public  worship  ac- 
cording to  law. 

9.  Past  grants  to  vest  in  corporation  at  death  of 
grantees. — 1958.  Real  estate  heretofore  granted,  devised,  or 
demised,  for  the  purpose  mentioned  in  the  preceding  section,  to 
a  person  in  an  ecclesiastical  office  or  orders,  shall  be  deemed  to 

*  Examined  to  1S94.  fSee  No.  26,  p.  508. 


Vermont.  5^5 

be  held  in  trust  for  the  benefit  of  the  congregation  or  society 
using  the  same,  and  unless  previously  conveyed  to  a  corpora- 
tion as  provided  in  the  preceding  section,  shall,  upon  the  death 
of  the  person  in  whom  the  legal  title  was  vested,  on  the  seven- 
teenth of  November,  A.  D.  1856,  vest  in  the  religious  corpora- 
tion formed  by  the  congregation  or  religious  society  occupying 
and  enjoying  such  real  estate,  if  such  a  corporation  organized  ac- 
cording to  law  is  in  existence  at  the  time  of  such  death.  If 
such  congregation  or  society  is  not  incorporated,  the  title  of 
such  real  estate  shall  vest  in  the  State. 

10.  Governor  to  reconvey,  when. — 1959.  When  title 
to  such  real  estate  vests  in  the  State,  it  shall  be  under  the 
charge  of  the  governor,  and,  upon  his  being  satisfied  that  such 
congregation  or  society  has  become  a  corporation  according  to 
law,  he  shall  grant  and  convey  such  real  estate  and  the  rights, 
title,  and  interest  of  the  State  to  such  corporation,  which  shall 
thereupon  be  vested  with  such  rights,  title  and  interest. 

Title  XVIII.     Chap.  CXXX.     Towns. 

11.  Rents  of  town  lands  for  religious  purposes,  how 
disposed  of. — 2707.  The  rents  of  lands  granted  to  the  use  of 
the  ministry  or  social  worship  of  God,  and  the  rents  of  lands 
granted  to  the  first  settled  minister,  shall,  on  the  Friday  pre- 
ceding the  last  Tuesday  in  March  in  each  year,  be  equally 
divided  by  the  selectmen  among  the  different  organized  religi- 
ous societies  in  town  who  maintain  public  worship  at  least  one- 
fourth  of  the  Sabbaths  in  the  year;  and  if  there  is  no  such  so- 
ciety, the  same  shall  be  covered  into  the  treasury,  and  may  be 
appropriated  to  pay  for  preaching  the  gospel  ....  as  such 
town,  by  vote  in  town  meeting  called  for  that  purpose  in  whole 
or  in  part,  directs  until  a  minister  is  settled,  or  a  religious  so- 
ciety organized  in  the  town. 

Title  XXVII.     Chap.  CLXIV.     Religious  and  Other 
Societies. 

12.  Purposes. — 3664.  Persons  may  associate  together  and 
have  all  the  powers  of  a  corporation  for  either  of  the  following 
purposes : 

I.  To  support  the  gospel,  maintain  public  worship. 

II.  To  procure,  hold,  and  keep  in  repair  a  house  of  public 
worship. 

36 


5o6  Religious  Corporations. 

III.  To  procure,  hold,  and  keep  in  repair  a  parsonage,  the 
use  and  avails  of  which  shall  be  appropriated  to  the  support  of 
public  worship. 

IV.  To  provide,  hold,  and  keep  in  repair  suitable  grounds 
and  other  conveniences  for  burying  the  dead ;  and  any  one  as- 
sociation may  embrace  one  or  more,  or  all  the  four  objects 
above  mentioned  in  this  section 

VIII.  To  establish  and  sustain  libraries  for  Sabbath-schools, 
district  schools,  and  for  the  use  of  pastors  and  ministers  of  the 
gospel,  and  for  any  purpose  of  intellectual  or  moral  improve- 
ment. 

13.  How  formed.  Articles  to  be  recorded. — 3665. 
Such  associations  shall  be  formed  by  written  articles,  subscribed 
by  the  members,  and  specifying  the  object  of  the  associations 
and  the  conditions  on  which  they  are  founded. 

Such  articles  of  association  shall  be  recorded  in  the  town 
clerk's  office  of  the  town  where  such  association  is  located,  and 
shall  be  in  substance  as  follows: 

' '  We,  the  subscribers,  hereby  associate  ourselves  together 
as  a  corporation,  under  the  laws  of  the  State  of  Vermont,  to  be 
known  by  the  name  of  {here  insert  name),  for  the  purpose  of 
(here  insert  the  purpose  of  the  association)  at  {insert  the  name  of 
the  town),  in  the  county  of  {insert  name  of  county)  in  said  State, 
upon  the  following  conditions,  viz.  :  {Jiere  insert  the  conditions 
under  zvhich  the  subscribers  agree  to  associate  themselves  for  the 
purpose  named.) 

"Dated  at  this  day  of  A.D. 

Town  clerks  shall  keep  a  separate  book  for  recording  such 
articles,  and  shall  receive  seven  cents  a  folio  for  recording  the 
same. 

14.  First  meeting. — 3666.  The  first  meeting  shall  be 
notified,  organized  and  held  in  the  manner  prescribed  in  the 
articles  of  association. 

15.  Corporate  name  and  seal.  By-laws. — 3667.  Such 
association  may  adopt  a  corporate  name,  either  in  the  original 
articles,  or  by  vote  at  the  first  meeting;  and  may,  at  any  regular 
meeting,  adopt  a  corporate  seal,  and  alter  the  same  at  pleasure ; 
and,  when  organized,  may  adopt  such  by-laws  and  regulations 
as  are  thought  expedient,  not  inconsistent  with  the  articles  of 
association  or  with  law. 

16.  Powers.     Property  to  be  used  only  for  corpo- 


Vermont.  507 

rate  objects. — 3668.  Such  corporations,  when  organized,  may 
sue  and  be  sued,  appear,  prosecute,  and  defend  to  final  judg- 
ment and  execution,  in  courts  of  law  or  equity  or  elsewhere, 
and  purchase  and  hold  all  the  real  and  personal  estate  necessary 
to  promote  the  object  of  the  association,  and  which  shall  be  ex- 
clusively devoted  to  that  object. 

17.  Money,  how  raised.    Shares  of  property. — 3669. 

Such  corporation  may  raise  money  as  agreed  upon  in  the  articles 
of  association,  and  may,  by  their  articles  of  association  or  by- 
laws, or  by  vote,  divide  their  stock  or  corporate  property  into 
shares,  and  regulate  the  terms  and  manner  of  holding  the  same. 

18.  Shares  may  be  assessed. — 3670.  When  the  stock 
or  corporate  property  is  so  divided  into  shares,  the  corporation, 
at  a  meeting  notified  for  that  purpose,  may  raise  money  by 
assessment  on  the  shares  or  rights  of  the  members  in  proportion 
to  their  several  interests;  and  the  payment  of  such  assessments 
may  be  enforced  by  the  sale  or  forfeiture  of  the  estate  of  a 
member  in  such  corporation ;  but  no  other  estate  of  the  mem- 
bers shall  be  taken  or  forfeited  for  the  payment  of  such  assess- 
ments. 

19.  Records  to  be  kept.  Evidence.— 3671.  The  clerk 
or  secretary  of  such  corporation  shall  keep  records  of  the  pro- 
ceedings; and  such  records  may  be  read  in  evidence  in  court 
where  the  interest  of  such  corporation  is  concerned. 

20.  Prior  societies  to  retain  powers  conferred. — 3672. 
Societies  formed  under  the  provisions  of  a  previous  law  for  pur- 
poses contemplated  in  this  chapter,  may  have  and  exercise  the 
powers  conferred  by  such  law. 

21.  Legislative  control. — 3673.  Corporations  formed 
under  the  provisions  of  this  chapter  shall  be  subject  to  such 
regulations  or  alterations  as  the  legislature  may  make. 

Repairs  of  Churches. 

22.  Notice  of  meeting  to  provide  for. — 3676.  When  a 
building  owned  and  used  as  a  house  of  public  worship,  needs 
repairs,  and  the  owners  are  not  an  association  under  this  chap- 
ter, or  if  such  association  has  not  the  power  by  its  articles  of 
association  to  repair  its  house  of  public  worship,  any  three  per- 
sons who  are  owners  in  said  house  may  call  a  meeting  of  those 
who  are  proprietors  or  pew  owners,  by  posting  a  notice  upon 


5o8  Religious  Corporations. 

the  door  of  such  house,  at  least  fifteen  days  before  such  meet- 
ing, setting  forth  the  time  when  such  meeting  will  be  held  and 
the  business  to  be  transacted,  and  also  causing  said  notice  to  be 
published  three  weeks  successively  in  a  newspaper  circulating 
in  the  town  where  such  house  of  worship  is  situated,  the  last  of 
which  publications  shall  be  at  least  two  weeks  prior  to  such 
meeting. 

23.  Organization  of  meeting. — 3677.  At  the  time  ap- 
pointed, such  meeting  shall  be  organized  by  the  appointment  of 
a  chairman  and  a  secretary. 

24.  Voting.   Committee  of  appraisal.    Assessment. — 

3678.  Owners  of  pews  shall  have  one  vote  for  each  pew,  and  at 
the  meeting  a  committee  of  three  shall  be  elected  by  ballot,  who 
shall  appraise  each  interest  and  establish  the  proportion  each 
interest  shall  bear  to  the  whole,  and  the  charges  for  such  repairs 
shall  be  assessed  upon  the  interest  of  each  proprietor,  agreeably 
to  such  proportion. 

25.  Meeting  may  assess  pews  and  direct  repairs. 

— 3679.  At  such  meeting  the  majority  of  such  owners  or  pro- 
prietors may  assess  the  pews  in  said  house  for  defraying  the 
expenses  of  repairing  the  house,  and  direct  and  make  such 
repairs  as  the  majority  deem  necessary.  [As  amended,  Oct. 
30,  1888.] 

26.  Sale  of  pews  for  non-payment.*    Redemption. 

— 3680.  If  the  owner  or  occupant  of  pews  so  assessed  does  not 
pay  the  assessment  to  the  person  authorized  by  the  meeting  to 
collect  the  same,  upon  ten  days'  notice  and  demand  after  the 
completion  of  the  repairs,  such  collector  may  sell  the  pews  of 
such  delinquent  person  at  public  auction  to  the  highest  bidder, 
upon  giving  notice  thereof  as  is  provided  in  section  3471 
(§  3676), t  and  the  balance  of  the  proceeds  arising  from  the  sale, 
if  any,  after  paying  the  assessments,  expense  of  advertising, 
and  fees  equal  to  those  allowed  by  law  for  the  collection  of  an 
execution,  shall  be  paid  to  the  owner  of  the  property  sold. 

But  the  owner  or  occupant  may,  within  six  months  after 
the  sale,  redeem  the  property,  by  paying  to  the  person  entitled 
to  receive  the  same  the  amount  paid  for  the  property  with  ac- 
crued interest.  And  if  such  owner  or  occupant  fails  to  redeem, 
the  collector  shall  thereupon  execute  and  deliver  to  the  pur- 

•  See  No.  5,  p.  504.  f  See  No.  22,  p.  507. 


Vermont.  509 

chaser  a  deed  of  such  pews,  which  deed  when  recorded  shall 
convey  to  the  purchaser  a  title  thereto. 

Mode  of  Moving  or  Dissolving  Religious  Associations. 

27.  Petition  to  court. — 3681.  When  five  members  of  a 
corporation  or  society,  created  for  the  support  of  the  gospel  and 
the  maintenance  of  public  worship,  or  to  procure,  hold  and  keep 
in  repair  a  house  of  public  worship,  or  a  parsonage,  or  for  all  or 
any  of  said  purposes,  desire  to  dissolve  or  move  such  corpora- 
tion or  society,  they  may  apply  by  petition  in  writing  to  the 
county  court  in  the  county  in  which  said  corporation  or  society 
is  located ;  and  said  petition,  with  a  citation,  shall  be  served  on 
said  corporation,  or  society,  like  a  writ  of  summons,  at  least 
twelve  days  before  the  sitting  of  said  court. 

28.  Recognizance  for  petitioners. — 3682.  Before  issu- 
ing said  citation  said  petitioners  shall  cause  some  other  per- 
son to  recognize  to  said  corporation  or  society  in  not  less  than 
five  hundred  dollars,  to  the  satisfaction  of  the  clerk  of  such 
court,  conditioned  that  the  said  petitioners  will  prosecute  their 
petition  to  effect,  and  answer  the  damages  and  costs  if  judgment 
is  rendered  against  them ;  and  a  minute  of  the  recognizance, 
with  the  name  of  the  surety  and  the  sum  in  which  he  is  bound, 
shall  be  made  upon  the  citation  at  the  time  of  the  signing  of  the 
same,  and  signed  by  said  clerk ;  and  if  said  citation  is  otherwise 
issued  the  same  on  motion  shall  abate. 

29.  Society  may  defend. — 3683.  When  such  petition 
is  brought,  the  members  of  said  corporation  or  society  may  ap- 
pear and  defend  in  the  name  of  said  corporation  or  society,  by 
filing  a  bond  with  the  clerk  in  the  penal  sum  of  not  less  than 
five  hundred  dollars,  conditioned  for  the  payment  of  the  costs 
which  the  petitioners  may  recover  against  said  corporation  or 
society. 

30.  Appointment  of  commissioners. — 36S4.  The 
county  court,  if  no  sufficient  cause  is  shown  to  the  contrary, 
shall  at  the  first  term  of  the  court  appoint  three  disinterested 
persons  to  be  commissioners,  who  shall  fix  a  time  and  place  for 
hearing,  and  give  a  reasonable  notice  thereof  to  those  who  de- 
fend; but  if,  at  the  time  of  giving  said  notice,  no  person  has 
entered  to  defend,  said  commissioners  shall  give  notice  of  said 
hearing  by  posting  a  notice  thereof,  at  least  ten  days  before  said 


5^0  Religious  Corporations, 

hearing,  in  three  or  more  public  places  in  the  town  in  which 
said  corporation  or  society  is  located. 

31.  Proceedings  if  petition  be  granted.— 3685.   If  upon 

the  hearing  it  appears  to  be  for  the  best  interest  of  a  majority 
of  the  members  of  said  corporation  or  society  or  the  persons 
interested  therein,  that  the  same  should  be  dissolved  or  moved, 
and  that  the  property  should  be  divided  among  the  owners 
thereof,  or  that  said  property  should  be  sold  and  the  proceeds 
divided,  the  commissioners  shall  so  report  to  the  court,  at  its 
next  regular  term;  and  the  court  shall  thereupon  render  judg- 
ment in  accordance  with  the  facts  found  and  that  said  cor- 
poration or  society  is  dissolved,  and  that  the  property  belonging 
to  it,  whether  real  or  personal,  shall  be  divided,  or  sold  and  its 
proceeds  divided  among  the  owners  thereof,  or  the  persons  in- 
terested therein,  as  to  the  court  seems  just,  and  for  the  peti- 
tioners to  recover  their  costs,  if  defense  is  made  to  said  petition; 
but  if  no  defense  is  made,  the  petitioners  shall  pay  the  costs  and 
the  court  shall  so  order. 

32.  Warrant  for  distribution. — 3686.  The  court  shall, 
upon  the  final  determination  of  said  petition,  issue  its  warrant, 
as  final  process  in  civil  causes  is  now  issued,  to  said  commis- 
sioners, commanding  them  forthwith  to  make  distribution  of  the 
property  belonging  to  said  corporation  or  society  among  the 
members  thereof  and  the  parties  interested  therein,  as  to  said 
commissioners  seems  just,  and  make  return  thereof  with  their 
doings  thereon  to  the  clerk  of  the  court  and  to  the  town  clerk's 
office  in  the  town  where  said  corporation  or  society  is  located, 
and  cause  the  same  to  be  there  recorded,  within  ninety  days 
from  issuing  the  same. 

33.  Proceedings  if  society  prevails. — 3687.  If  upon 
the  hearing  of  said  petition  it  appears  to  the  commissioners  that 
the  best  interests  of  the  members  of  the  corporation  or  society, 
or  the  persons  interested  therein,  do  not  demand  that  the  cor- 
poration or  society  be  dissolved,  they  shall  so  report,  and  judg- 
ment shall  be  rendered  thereupon  for  defendant  to  recover  his 
costs. 

34.  Commissioners'  fees. — 3688.  Each  commissioner 
shall  be  allowed  for  his  services  two  dollars  a  day  and  his  ex- 
penses and  money  necessarily  paid  out  in  the  performance   of 


Vermont.  511 

his  duty;  all  other  costs  incurred  shall  be  taxed  as  costs  are  now- 
taxed  in  hearings  before  a  referee  in  civil  causes. 

Particular  Denominations. 

35.  Sections  1960-63,  Title  XIII,  Chap.  XCVIII,  make 
special  provisions  for  the  Methodist  Episcopal  Church. 

Sections  1963-64  make  special  provisions  for  the  Protestant 
Episcopal  Church. 


VIRGINIA. 

CONSTITUTION. 
[In  effect,  Jan.  26,  1870.] 

Article  V. 

1.  No  charters  to  be  granted  to  churches. — 17.     The 

general  assembly  shall  not  grant  a  charter  of  incorporation  to 
any  church  or  religious  denomination,  but  may  secure  the  title 
to  church  property  to  an  extent  to  be  limited  by  law. 

Article  XI. 

2.  Property  rights  confirmed  and  guaranteed. — 8. 

The  rights  of  ecclesiastical  bodies  in  and  to  church  property 
conveyed  to  them  by  regular  deed  of  conveyance  shall  not  be 
affected  by  the  late  civil  war,  nor  by  any  antecedent  or  subse- 
quent event,  nor  by  any  act  of  the  Legislature  purporting  to 
govern  the  same,  but  all  such  property  shall  pass  to  and  be 
held  by  the  parties  set  forth  in  the  original  deeds  of  convey- 
ance, or  the  legal  assignees  of  such  original  parties  holding 
through  or  by  conveyance,  and  any  act  or  acts  of  the  Legisla- 
ture in  opposition  thereto  shall  be  null  and  void. 


CODE,   1887.* 

Title  XXI.     Chap.   LXIII.     Of  Religious  Freedom. 

3.  No  compulsory  support  of  religion,  religious 
tests,  etc. — 1394.  "Be  it  enacted  by  the  General  Assembly, 
That  no  man  shall  be  compelled  to  frequent  or  support  any 
religious  worship,  place,  or  ministry  whatsoever,  nor  shall  be 
enforced,  restrained,  molested,  or  burthened  in  his  body  or 
goods,  nor  shall  otherwise  suffer  on  account  of  his  religious 
opinions  or  belief;  but  that  all  men  shall  be  free  to  profess,  and 
by  argument  to  maintain,  their  opinions  in  matters  of  religion, 

♦Annual  Statutes  examined  to  1895. 

(312) 


Virginia.  513 

and  that  the  same  shall  in  no  wise  diminish,  enlarge,  or  affect 
their  civil  capacities."  [Act  of  Dec.  16,  1785,  reasserted  in 
1849.] 

Title  XXI.     Chap.  LXIV.     Of  Church  Property,   Benevo- 
lent Associations  and  Objects. 

4.  Conveyances  of  land  confirmed. — 1398.  Every 
conveyance,  devise,  or  dedication  shall  be  valid,  which  since 
the  first  day  of  January,  seventeen  hundred  and  seventy-seven, 
has  been  made,  and  every  conveyance  shall  be  valid  which 
hereafter  shall  be  made,  of  land  for  the  use  or  benefit  of  any 
religious  congregation,  as  a  place  for  public  worship,  or  as  a 
burial  place,  or  a  residence  for  a  minister;  or  for  the  use  or 
benefit  of  any  church,  or  religious  society,  as  a  residence  for  a 
bishop,  or  other  minister  or  clergyman,  who,  though  not  in  spe- 
cial charge  of  a  congregation,  is  yet  an  officer  of  such  church 
or  religious  society,  and  employed  under  its  authority,  and 
about  its  business;  and  the  land  shall  be  held  for  such  use  or 
benefit,  and  for  such  purpose,  and  not  otherwise. 

5.  Trustees  to  be  appointed. — 1399.  The  circuit  court 
of  the  county,  or  the  circuit  or  corporation  court  of  the  corpora- 
tion, or  the  judge  thereof  in  vacation,  wherein  there  is  any 
parcel  of  such  land,  or  the  greater  part  thereof,  may  on  appli- 
cation of  the  proper  authorities  of  such  congregation,  from 
time  to  time  appoint  trustees,  either  when  there  were,  or  are 
none,  or  in  place  of  former  trustees,  and  change  those  so 
appointed  whenever  it  may  seem  to  the  court  proper,  to  effect 
or  promote  the  purpose  of  the  conveyance,  devise,  or  dedica- 
tion, and  the  legal  title  to  such  land  shall,  for  that  purpose,  be 
vested  in  the  said  trustees  for  the  time  being  and  their  succes- 
sors. 

6.  Property  rights  in  divided  congregation  vested 
in  majority,  subject  to  court. — 1400.  If  a  division  has 
heretofore  occurred  or  shall  hereafter  occur  in  a  church  or 
religious  society,  to  which  any  such  congregation  is  attached, 
the  communicants,  pewholders,  and  pew  owners  of  such  corpora- 
tion, over  twenty-one  years  of  age,  may  by  a  vote  of  a  majority 
of  the  whole  number,  determine  to  which  branch  of  the  church 
or  society  such  congregation  shall  thereafter  belong.  Such 
determination  shall  be  reported  to  the  circuit  court  of  the 
county,    or   circuit   or   corporation   court   of   the   corporation. 


5T4  Religious  Corporations. 

wherein  the  property  held  in  trust  for  such  congregation  or  the 
greater  part  thereof  is ;  and  if  the  determination  be  approved 
by  the  court,  it  shall  be  so  entered  in  its  chancery  order  book, 
and  shall  be  conclusive  as  to  the  title  to  and  control  of  any 
property  held  in  trust  for  such  congregation,  and  be  respected 
and  enforced  accordingly  in  all  of  the  courts  of  this  State.  If 
a  division  has  heretofore  occurred  or  shall  hereafter  occur  in  a 
congregation,  which  in  its  organization  and  government  is  a 
church  or  society  entirely  independent  of  any  other  church  or 
general  society,  a  majority  of  the  members  of  such  congrega- 
tion, entitled  to  vote  by  its  constitution  as  existing  at  the  time 
of  the  division,  or  where  it  has  no  written  constitution,  entitled 
to  vote  by  its  ordinary  practice  or  custom,  may  decide  the  right, 
title,  and  control  of  all  property  held  in  trust  for  such  congre- 
gation. Their  decision  shall  be  reported  to  such  court,  and  if 
approved  by  it,  shall  be  so  entered  as  aforesaid,  and  shall  be 
final  as  to  such  right  of  property  so  held. 

7.  Title  to  books  and  furniture  in  trustees. — 1401- 
When  books  or  furniture  shall  be  given  or  acquired  for  the 
benefit  of  such  congregation,  church,  or  religious  society,  to  be 
used  on  the  said  land  in  the  ceremomes  of  public  worship,  or 
at  the  residence  of  the  minister,  the  same  shall  stand  vested  in 
the  trustees  having  the  legal  title  to  the  land,  to  be  held  by 
them  as  the  land  is  held,  and  upon  the  same  trusts. 

8.  Suits  by  and  against  trustees. — 1402.  The  said 
trustees,  and  such  as  are  mentioned  in  section  fourteen  hun- 
dred and  nine,*  may,  in  their  own  names,  sue  for  and  recover 
any  land  or  other  property  held  by  them  respectively  in  trust, 
or  damages  for  any  injury  thereto,  and  be  sued  in  relation  to 
the  same.  Such  suit,  notwithstanding  the  death  of  any  of  the 
said  trustees,  or  the  appointment  of  others,  shall  proceed  in 
the  names  of  the  trustees  by  or  against  whom  it  was  instituted. 

9.  Limitation  upon  real  estate. — 1403-  Such  trus- 
tees shall  not  take  or  hold  at  any  one  time  more  than  two  acres 
of  land  in  a  city  or  town,  nor  more  than  seventy-five  acres  out 
of  a  city  or  town. 

10.  Suits  may  be  brought  to  protect  trusts. — 1404. 
Any  one  or  more  members  of  any  religious  congregation  may 

*  Trustees  of  any  society  of  freemasons,  odd  fellows,  sons  of  temperance,  or  any 
other  benevolent  or  literary  association. 


Virginia,  515 

in  his  or  their  names,  in  behalf  of  such  congregation,  com- 
mence and  prosecute  a  suit  in  equity  against  any  such  trustee, 
to  compel  him  to  apply  such  land  or  property  for  the  use  or 
benefit  of  the  congregation,  as  his  duty  shall  require.  No 
member  of  the  congregation  need  be  made  a  member  to  such 
suit;  but,  in  other  respects,  the  same  shall  be  proceeded  in, 
heard,  and  determined  as  other  siiits  in  equity,  except  that  it 
may  be  proceeded  in,  notwithstanding  the  death  of  the  plain- 
tiff; as  if  he  were  still  living. 

11.  Suits  may  be  brought  for  sale  or  mortgage. — 

1405.  Whenever  any  religious  congregation,  for  whose  use  a 
conveyance,  devise,  or  dedication  of  land  has  been  lawfully 
made,  shall  deem  that  their  interest  will  be  promoted  by  a  sale 
of  the  whole  or  a  part  of  such  land,  or  by  a  mortgage  thereof, 
or  deed  of  trust  thereon,  it  shall  be  lawful  for  any  member  of 
such  congregation,  in  his  name  and  in  behalf  of  the  other 
members  thereof,  to  prosecute  a  suit  for  either  of  said  purposes 
in  the  circuit  court  of  the  county,  or  circuit  or  corporation 
court  of  the  corporation,  in  which  such  land,  or  the  greater 
part  thereof,  lies,  against  the  trustees  or  the  survivors  of  them 
in  whom  the  legal  title  is;  and  it  shall  be  lawful  for  such  court, 
if  a  proper  case  be  made,  and  the  court  be  of  opinion  that  the 
rights  of  others  will  not  be  violated  thereby,  to  order  the  sale 
of  such  land  or  part  thereof,  or  the  execution  of  such  mortgage 
or  deed  of  trust,  and  make  such  disposition  of  the  proceeds  of 
such  sale  as  the  congregation  may  desire. 

12.  Trustees  may  petition  for  sale  or  mortgage. 
Property  of  extinct  churches,  how  disposed  of. — 1406. 
The  trustees  of  such  congregation  may  file  their  petition  in  the 
circuit  court  of  the  county  or  the  circuit  or  corporation  court 
of  the  corporation  wherein  the  land,  or  the  greater  part 
thereof,  held  by  them  as  trustees  lies,  or  before  the  judge  of 
said  court  in  vacation,  asking  leave  to  sell,  encumber  or  ex- 
change the  said  land,  or  a  part  thereof;  and  upon  evidence 
being  produced  before  the  court,  or  the  judge  thereof  in  vaca- 
tion, that  it  is  the  wish  of  said  congregation  to  sell,  exchange 
or  encumber  the  said  property,  the  court,  or  the  judge  thereof 
in  vacation,  shall  make  such  order  as  may  be  proper  providing 
for  the  sale  of  such  land,  or  a  part,  or  that  the  same  may  be 
exchanged  or  encumbered,  and,  in  case  of  sale,  for  the  proper 
investment  of   the  proceeds.     And   when   any  such   religious 


5^6  Religious  Corporations. 

congregation  has  become  extinct  or  has  ceased  to  occupy  said 
property  as  a  place  of  worship,  so  that  it  may  be  regarded  as 
abandoned  property,  the  petition  may  be  presented  either  by 
the  surviving  trustee  or  trustees,  should  there  be  any,  by  any 
one  or  more  member  or  members  of  said  congregation,  should 
there  be  any,  or  by  the  religious  body  which,  by  the  laws  of  the 
church  or  denomination  to  which  said  congregation  belonged, 
has  the  charge  or  custody  of  said  property,  or  in  which  it  may 
be  vested  by  the  laws  of  said  church  or  denomination ;  and  the 
court,  or  the  judge  thereof  in  vacation,  shall  make  a  decree  for 
the  sale  of  said  property  and  the  disposition  of  its  proceeds  in 
accordance  with  the  law  of  said  denomination ;  and  the  printed 
acts  of  said  church  or  denomination  issued  by  its  authority, 
embodied  in  book  or  pamphlet  form,  shall  be  taken  and 
regarded  as  the  law  and  acts  of  said  denomination  or  religious 
body.  The  court,  or  judge  thereof  in  vacation,  may  make  such 
order  as  to  the  costs  in  all  these  proceedings  as  may  seem 
proper.     [As  amended,  Feb.  27,  1894.] 


WASHINGTON. 


CONSTITUTION. 
[In  effect,  Nov.  ii,  1889.] 

Art.  I.     Declaration  of  Rights. 

1.  No  irrevocable  charters. — 8.  No  law  granting  irre- 
vocably any  privilege,  franchise,  or  immunity  shall  be  passed 
by  the  legislature. 

2.  No  religious  establishment  or  qualification  for 
ofiice,  etc. —  n.  Absolute  freedom  of  conscience  in  all  mat- 
ters of  religious  sentiment,  belief,  and  worship  shall  be  guaran- 
teed to  every  individual,  and  no  one  shall  be  molested  or  dis- 
turbed in  person  or  property  on  account  of  religion,  but  the 
liberty  of  conscience  hereby  secured  shall  not  be  so  construed 
as  to  excuse  acts  of  licentiousness,  or  justify  practices  incon- 
sistent with  the  peace  and  safety  of  the  State.  No  public 
money  or  property  shall  be  appropriated  for  or  applied  to  any 
religious  worship,  exercise,  or  instruction,  or  the  support  of 
any  religious  establishment.  No  religious  qualification  shall 
be  required  for  any  public  office  or  employment,  nor  shall  any 
person  be  incompetent  as  a  witness  or  juror  in  consequence  of 
his  opinion  On  matters  of  religion,  nor  be  questioned  in  any 
court  of  justice  touching  his  religious  belief  to  affect  the  weight 
of  his  testimony. 

3.  Laws  to  grant  equal  privileges. — 12.  No  law  shall 
be  passed  granting  to  any  citizen,  class  of  citizens,  or  corpora- 
tion other  than  municipal,  privileges  or  immunities  which  upon 
the  same  terms  shall  not  equally  belong  to  all  citizens  or  corpo- 
rations. 

Article  II. 

4.  Special  laws  not  to  be  passed. — 28.  The  legisla- 
ture is  prohibited  from  enacting  any  private  or  special  laws  in 
the  following  cases :  .  .   .   . 

§  6.   For  granting  corporate  powers  or  privileges. 

(517) 


5i8  Religious  Corporations. 

Article  XII. 

5.  General  laws  to  be  enacted.— i.  Corporations  may 
be  formed  under  general  laws,  but  shall  not  be  created  by  spe- 
cial acts.  All  laws  relating  to  corporations  may  be  altered, 
amended  or  repealed  by  the  legislature  at  any  time,  and  all  cor- 
porations doing  business  in  this  State  may,  as  to  such  business, 
be  regulated,  limited  or  restrained  by  law. 

6.  Charters  not  to  be  extended  or  forfeitures  re- 
mitted by  legislature. — 3.  The  legislature  shall  not  extend 
any  franchise  or  charter,  nor  remit  the  forfeiture  of  any  fran- 
chise or  charter  of  any  corporation  now  existing,  or  which  shall 
hereafter  exist  under  the  laws  of  this  State. 

7.  Meaning  of  "Corporation."     Power  to   sue. — 5. 

The  term  "  corporation,"  as  used  in  this  article,  shall  be  con- 
strued to  include  all  associations  and  joint  stock  companies 
having  any  powers  or  privileges  of  corporations  not  possessed 
by  individuals  or  partnerships,  and  all  corporations  shall  have 
the  right  to  sue  and  shall  be  subject  to  be  sued  in  all  courts  in 
like  cases  as  natural  persons. 

Article  XXVII. 

8.  Territorial   laws   in   force   until   repealed.* — All 

laws  now  in  force  in  the  Territory  of  Washington  which  are 
not  repugnant  to  this  constitution  shall  remain  in  force  until 
they  expire  by  their  own  limitation,  or  are  altered  or  repealed 
by  the  legislature. 


GENERAL  STATUTES,  1891. 

[With  amendments  to  1895.] 

Title  XVIII.     Chap.  IX.     Of  Corporations  for  Religious, 
Educational  and  Charitable  Purposes. 

9.  How  incorporated.  Contents  of  articles. — 1638. 
....  Any  two  or  more  persons  desirous  of  forming  a  corpo- 
ration for  a  college,  seminary,  church,  library,  or  benevolent, 
temperance,  charitable  or  scientific  society,  shall  make  and 
subscribe  written  articles  of  incorporation  in  triplicate,  and 
acknowledge  the  same  before  any  officer  authorized  to  take  the 

*See  No.  24,  p.  525. 


Washington.  519 

acknowledgments  of  deeds,  and  file  one  of  such  articles  in  the 
office  of  the  secretary  of  State,  and  another  in  the  office  of  the 
county  auditor  of  the  county  in  which  the  principal  place  (of) 
business  of  the  corporation  is  intended  to  be  located,  and  retain 
the  third  in  the  possession  of  the  corporation. 
Such  articles  shall  specify : 

I.  The  corporate  name  and  location  and  chief  place  of 
business  of  such  corporation. 

2 If  not  a  joint  stock  company,  then  the  terms  of 

admission  to  membership. 

3.  The  object  for  which  the  corporation  is  formed. 

4.  By  what  officers  the  affairs  of  said  corporation  shall  be 
managed,  and  when  such  officers  are  to  be  elected,  or,  if  ap- 
pointed, when  and  by  whom  such  appointments  are  to  be  made. 
[As  amended,  March  20,  1895.] 

10.  Powers. — 1639.  When  such  articles  shall  have  been 
filed  as  aforesaid  the  persons  who  shall  have  signed  and  verified 
the  same,  and  their  successors,  shall  be  a  body  politic  and  cor- 
porate, with  perpetual  succession,  they  shall  be  capable,  in  law, 
of  suing  and  being  sued,  pleading  and  being  impleaded,  answer- 
ing and  being  answered  in  all  the  courts  of  the  State ;  they 
may  have  a  common  seal,  alter  and  change  the  same  at  pleasure, 
acquire,  mortgage  and  sell  property,  personal  and  real,  for  the 
purpose  of  carr5'ing  out  the  objects  of  the  corporation,  and 
make  by-laws,  rules,  and  regulations,  as  they  may  deem  proper 
and  best  for  the  welfare  and  the  good  order  of  the  incorpora- 
tion, and  may  amend  the  articles  of  the  incorporation  by  sup- 
plemental articles:  Provided,  That  such  by-laws,  rules  and 
regulations  be  not  contrary  to  the  constitution  and  laws  of  the 
United  States,  and  the  existing  laws  of  the  State. 

II.  Dissolution,  how  effected.— 1642.  Any  corporation 
desiring  its  dissolution  may,  by  a  three-fourths  vote  of  all  its 
members  at  some  regular  meeting,  execute  a  surrender  of  all 
its  corporate  powers,  and  upon  the  filing  of  duplicate  surren- 
ders with  the  said  auditor  and  secretary  of  State,  the  said  cor- 
poration shall  be  dissolved  to  all  intents  and  purposes. 

Defective  Articles. 

[Act  of  Mar.  2,  1895.] 

12.  How  validated. — i.  All  instruments  purporting  to 
be   articles  of  incorporation  for  a  college,  seminary,  church, 


520  Religious  Corporations. 

library,  or  benevolent,  charitable,  or  scientific  societ}',  made 
and  executed  in  accordance  with  the  provisions  of  chapter  9, 
title  18,  of  volume  i  of  Hill's  Annotated  Statutes  and  Codes  of 
Washington,  or  under  and  by  virtue  of  the  provisions  of  sec- 
tions 2450  to  2454,*  both  inclusive,  of  the  Code  of  Washington 
of  1881,  except  that  the  same  have  been  acknowledged  before 
an  officer  authorized  by  law  to  take  the  acknowledgment  of 
deeds,  and  have  not  been  sworn  to  by  the  trustees  as  by  said 
laws  required,  or  have  been  filed  with  the  auditor  of  the  county 
where  the  chief  place  of  business  of  the  corporation  so  pur- 
porting to  be  formed  is  located,  instead  of  being  recorded  as 
by  said  laws  required,  or  which  are  defective  in  both  of  said 
respects,  are  hereby  declared  to  be,  and  are  hereby  made  to  be, 
good  and  valid  articles  of  incorporation ;  and  the  corporations 
formed,  or  attempted  to  be  formed  by  virtue  of  said  articles  of 
incorporation,  are  hereby  declared  to  be,  and  are  hereby  made, 
good  and  valid,  and  existing  corporations,  with  the  same  and 
as  full  powers,  rights  and  liabilities  as  they  would  have  had  if 
the  said  articles  of  incorporation  had  been  executed  and  re- 
corded as  by  laws  required,  and  that  all  acts,  deeds,  and  pro- 
ceedings had  or  done  by  said  corporations,  or  under  said  articles 
of  incorporation,  and  all  rights  acquired  as  to  both  real  and 
personal  property,  and  all  obligations  of  every  kind  incurred 
by  such  corporations,  are  hereby  made  of  the  same  force,  effect 
and  validity  as  if  said  articles  of  incorporation  had  been  exe- 
cuted as  required  by  law. 

Lists  of  Officers. 

[Act  of  Mar.  20,  1895.] 

13.  Existing  corporations. — i.  Every  corporation  here- 
tofore organized  under  the  laws  of  the  Territory  or  State  of 
Washington,  and  every  corporation  which  may  hereafter  be 
organized  under  the  laws  of  this  State,  shall,  on  or  before  the 
second  Tuesday  of  January  of  each  year,  and  at  such  other 
times  as  such  corporations  may  elect  so  to  do,  file  with  the 
county  auditor  of  the  county  in  which  suph  corporation  has  its 
principal  place  of  business,  a  statement,  sworn  to  by  its  presi- 
dent and  attested  by  its  secretary  and  sealed  with  its  corporate 
seal,  containing  a  list  of  all  its  officers  and  their  respective 
titles  of  office,  names  and  addresses,  and  the  term  of  office  for 
which  they  have  been  chosen. 

*See  Sees.  16385^3.,  Nos.  9-11,  pp.  51S,  519. 


Washixgtox.  521 

14.  Future  corporations. — 2.  Every  corporation  which 
shall  be  hereafter  organized  under  the  laws  of  this  State  shall, 
within  thirty  days  after  it  shall  have  filed  its  certificate  of  incor- 
poration with  the  county  auditor  of  the  county  in  which  it  has 
its  principal  place  of  business,  file  with  such  county  auditor  a 
statement,  sworn  to  by  its  president  and  attested  by  its  secre- 
tary and  sealed  with  its  corporate  seal,  containing  a  list  of  all 
of  its  officers  and  their  respective  titles  of  office,  names  and 
address,  and  the  term  of  office  for  which  they  have  been  chosen. 

Corporations  for  Religious  and  Other  Purposes. 
[Act  of  March  21,  1895.] 

15.  How  incorporated,  i.  Two  or  more  persons  within 
this  State  who  associate  themselves  together  by  an  agreement 
in  writing,  as  hereinafter  described,  with  the  intention  of  form- 
ing a  corporation  for  any  of  the  purposes  hereinafter  specified, 
tipon  complying  with  the  provisions  of  sections  4,  5  and  6*  of 
this  act,  shall  be  and  remain  a  corporation. 

16.  Purposes. — 2.  Such  association  may  be  formed  for 
any  educational,  charitable,  benevolent  or  religious  purposes; 
....  for  supporting  any  missionary  enterprise  having  for  its 
object  the  dissemination  of  religious  or  educational  instruction ; 
for  promoting  temperance  or  morality  in  this  State,  or  other 
charitable  or  social  bodies  of  a  like  character  and  purpose 

17.  Articles,  contents  of. — 3.  The  agreement  shall 
state  that  the  subscribers  thereto  associate  themselves  with  the 
intention  of  forming  a  corporation,  the  name  of  the  corpora- 
tion, the  purposes  for  which  it  is  formed,  the  town  or  city — 
which  shall  be  in  this  State — in  which  it  is  located,  and  if  it  has 
a  capital  stock,  the  amount  thereof,  and  the  number  and  par 
value  of  its  shares.  The  name  shall  be  one  not  previously  in 
use  by  any  existing  corporation,  and  shall  be  changed  only  as 
hereinafter  provided. 

18.  First  meeting,  how  called. — 4-  The  first  meeting 
of  the  subscribers  to  such  agreement  shall  be  called  by  a  notice 
signed  by  one  or  more  thereof,  stating  the  time,  place  and  pur- 
pose of  the  meeting;  a  copy  of  which  notice  shall,  seven  days 
at  least  before  the  day  appointed  for  the  meeting,  be  given  to 
each  subscriber,  and  left  at  his  usual  place  of  business  or  place 
of    residence,    or  deposited  in   the   post-office,  postpaid,   and 

*See  Nos.  i8,  19  and  20,  pp.  521,  522. 
37 


5^2  Religious  Corporations. 

addressed  to  him  at  his  usual  place  of  business  or  of  residence. 
And  whoever  gives  such  notices  shall  make  affidavit  of  his 
doings,  which  shall  be  recorded  in  the  records  of  the  corpora- 
tion. 

19.  First  meeting,  officers,  by-laws. — 5.  At  such  first 
meeting,  including  any  necessary  or  reasonable  adjournment, 
an  organization  shall  be  effected  by  the  choice  by  ballot  of  a 
temporary  secretary,  and  by  the  adoption  of  by-laws,  and  the 
election  of  a  president,  secretary,  treasurer  and  a  board  of 
trustees,  not  less  than  three  nor  more  than  fifteen  in  number, 
and  such  other  officers  as  may  be  provided  for  by  the  by-laws. 
But  at  such  first  meeting  no  person  shall  be  eligible  as  an  offi- 
cer or  trustee  who  has  not  subscribed  to  the  agreement  of  asso- 
ciation. The  temporary  secretary  shall  make  and  attest  a 
record  of  the  proceedings  until  the  secretary  has  been  chosen. 

20.  Certificates  of  association  and  incorporation. — 

6.  The  president,  secretary  and  a  majority  of  the  trustees  shall 
forthwith  make,  sign  and  swear  to  a  certificate  setting  forth  a 
true  copy  of  the  agreement  of  association,  with  the  names  of 
the  subscribers  thereto,  the  date  of  the  first  meeting  and  the 
successive  adjournments  thereof,  if  any,  and  shall  file  such  certi- 
ficate in  the  office  of  the  county  auditor  of  the  county  wherein 
the  organization  is  effected  and  in  the  office  of  the  secretary  of 
state,  who,  upon  payment  of  a  fee  of  five  dollars,  shall  cause 
the  same  to  be  recorded  in  a  book  to  be  kept  for  that  purpose, 
and  shall  thereupon  issue  a  certificate  in  the  following  form : 

"  State  of  Washington. 

"Be  it  known  that,  whereas  (here  the  names  of  the  sub- 
scribers to  the  agreement  of  association  shall  be  inserted)  have 
associated  themselves  with  the  intention  of  forming  a  corpora- 
tion under  the  name  of  (here  the  name  of  the  corporation  shall 
be  inserted),  for  the  purpose  (here  the  purpose  declared  in  the 
agreement  of  association  shall  be  inserted),  with  a  capital  of 
(here  the  amount  of  the  capital  stock  shall  be  inserted,  or  if 
there  is  no  capital  stock  this  clause  shall  be  omitted),  and  have 
complied  with  the  provisions  of  the  laws  of  this  State  in  such 
case  made  and  provided,  as  appears  from  the  certificate  of  th^ 
president,  secretary  and  a  majority  of  the  trustees  of  said  cor- 
poration, recorded  in  this  office;  now,  therefore,  I  (here  the 
name  of  the  secretary  shall  be  inserted)  secretary  of  the  State 


Washington.  523 

of  Washington,  do  hereby  certify  that  said  (here  the  names  of 
the  subscribers  to  agreement  of  association  shall  be  inserted), 
their  associates  and  successors,  are  legally  organized  and  estab- 
lished as  and  are  hereby  made  an  existing  corporation,  under 
the  name  of  (here  the  name  of  the  corporation  shall  be  inserted), 
with  the  powers,  rights  and  privileges  and  subject  to  the  limita- 
tions, duties  and  restrictions  which  by  law  appertain  thereto. 

"Witness  my  official  signature  subscribed  and  the  seal  of  the 

State  of  Washington  hereunto  affixed,  this day  of ,  in 

the  year .      (In   these  blanks  the   day,  month  and  year  of 

execution  of  the  certificate  shall  be  inserted.)" 

The  secretary  shall  sign  the  same  and  cause  the  seal  of  the 
State  to  be  thereto  affixed,  and  such  certificate  shall  be  conclu- 
sive evidence  of  the  existence  of  such  corporation.  He  shall 
also  cause  a  record  of  such  certificate  to  be  made,  and  such  cor- 
poration shall  forthwith  cause  a  certified  copy  of  such  record  to 
be  filed  in  the  office  of  the  auditor  of  the  county  wherein  such 
corporation  is  located. 

21.  Powers. — 7.  The  corporation  may  prescribe  by  its 
laws  the  manner  in  which,  and  the  officers  and  agents  by  whom 
the  purposes  of  its  incorporation  may  be  carried  out.  The  cor- 
poration may  hold  real  and  personal  estate,  and  may  hire,  pur- 
chase or  erect  suitable  buildings  for  its  accommodation,  to  be 
devoted  to  the  purposes  set  forth  in  its  agreement  of  associa- 
tion, and  may  receive  and  hold  in  trust,  or  otherwise,  funds 
received  by  gift  or  bequest,  to  be  devoted  by  it  to  such  pur- 
poses. And  for  the  purposes  of  the  corporation  shall  have 
power  to  issue  its  promissory  notes,  bonds  or  other  obligations, 
to  be  secured  by  mortgages  on  its  real  estate  and  other  prop- 
erty in  such  manner  as  may  be  provided  by  its  by-laws. 

22.  Prior  corporations  may  accept  provisions. — 
II.*  Nothing  contained  in  this  act  shall  affect  the  existence  of 
any  association  or  corporation  heretofore  formed  under  the  pro- 
visions of  any  law  in  this  State  for  any  of  the  purposes  men- 
tioned in  section  twof  of  this  act,  (and)  any  such  corporation 
may,  at  a  meeting  called  for  the  purpose,  vote  to  adopt  the  pro- 
visions of  this  act,  and  upon  so  voting  and  complying  with  the 
provisions  of  this  section  shall  have  the  powers  and  privileges 
and  be  subject  to  the  duties  and  obligations  of  corporations 
formed  under  this  act.     After  so  voting  the  corporation  may 

*  Sections  S,  9  and  10  deal  with  beneficiary  associations.  fSee  No.  16,  p.  521. 


524  Religious  Corporations. 

file  with  the  secretary  of  the  State  a  certificate  signed  and 
sworn  to  by  its  president,  secretary,  and  a  majority  of  its  board 
of  trustees,  setting  forth  a  copy  of  its  articles  of  incorporation 
and  of  said  vote,  and  the  date  of  the  meeting  at  which  the  vote 
was  adopted,  and  the  secretary  of  state,  upon  payment  of  a  fee 
of  five  dollars,  shall  issue  a  certificate  in  the  following  form : 

"  State  of  Washington. 

"Be  it  known  that,  whereas  (here  the  names  of  the  original 
incorporators  shall  be  inserted)  have  formally  associated  them- 
selves with  the  intention  of  forming  a  corporation  imder  the 
name  of  (here  the  name  of  the  incorporation  shall  be  inserted) 
for  the  purpose  (here  the  purpose  declared  in  the  original  arti- 
cles of  incorporation  shall  be  inserted),  under  the  provisions  of 
(here  the  designation  of  the  statute  under  the  provisions  of 
which  organization  was  effected,  shall  be  inserted),  with  a  cap- 
ital of  (here  the  amount  of  capital  stock  as  it  stands  fixed  at 
the  date  of  the  certificate,  shall  be  inserted;  or  if  there  is  no 
capital  stock  this  clause  shall  be  omitted),  and  the  provisions  of 
the  laws  in  this  State  in  such  case  made  and  provided  have 
been  complied  with,  as  appears  from  a  certificate  of  the  proper 
officers  of  said  corporation,  recorded  (in)  this  office;  now,  there- 
fore I  (here  the  name  of  the  secretary  is  to  be  inserted),  secre- 
tary of  the  State  of  Washington,  do  hereby  certify  that  said 
(here  the  name  of  the  corporation  shall  be  inserted)  is  legally 
organized  and  established  as  an  existing  corporation,  with  the 
powers,  rights  and  privileges,  and  subject  to  the  limitations, 
duties  and  restrictions  which  by  law  appertain  thereto. 

"Witness   my   official   signature  hereunto  subscribed  and 

the  seal  of  (the)  State  of  Washington  hereunto  aifixed,  this 

day  of in  the  year .      (In  these  blanks  the  day,  month 

and  year  of  execution  of  the  certificate  shall  be  inserted.)" 

This  certificate  shall  be  signed,  sealed  and  recorded,  and 
filed  in  the  same  manner,  and  shall  have  the  same  effect  as  the 
certificate  provided  in  section  six. 

23.  Amendments    to    articles,    how    effected. — 12. 

Whenever  it  is  desired  to  amend  in  any  particular  within  the 
scope  of  this  act,  the  provisions  of  the  articles  of  agreement  of 
any  corporation  organized  or  qualified  under  this  act,  such 
amendment  or  amendinents  shall  be  effected  by  the  filing  with 
the  secretary  of  state  of  a  certificate  signed  and  sworn  to  by 


Washington.  525 

the  president,  secretary  and  a  majority  of  the  board  of  trustees, 
which  certificate  shall  be  authorized  by  a  vote  of  at  least  two- 
thirds  of  the  stockholders  or  members  of  the  corporation  at  a 
meeting  called  and  held  for  that  purpose,  in  tlie  manner  pre- 
scribed by  the  by-laws,  and  the  secretary  of  state  shall,  upon 
payment  of  a  fee  of  five  dollars,  cause  such  certificate  to  be 
recorded,  and  shall  issue  a  certificate  in  the  following  form : 

"  State  of  Washington. 

*'  Be  it  known  that,  whereas  (here  the  name  of  the  corpora- 
tion shall  be  inserted),  a  corporation  heretofore  duly  organized, 
has,  in  accordance  with  the  provisions  of  the  laws  of  this  State 
in  such  case  made  and  provided,  amended  its  articles  of  agree- 
ment as  follows:  (here  shall  be  inserted  the  nature  of  the 
amendment  or  amendments),  as  appears  from  a  certificate  of 
the  proper  officers  of  said  corporation  recorded  in  this  office ; 
now,  therefore,  I  (here  the  name  of  the  secretary  is  to  be 
inserted),  secretary  of  the  State  of  Washington,  do  hereby  cer- 
tify that  such  amendment  (or  amendments)  ha —  been  duly 
adopted  as,  and  now  are,  a  part  of  the  articles  of  agreement  of 
said  corporation. 

"Witness  my  official  signature  hereunto    subscribed  and 

the  seal  of  the  State  of  Washington  hereunto  affixed,  this 

day  of in  the  year .     (In  these  blanks  the  day,  month 

and  year  of  execution  of  this  certificate  shall  be  inserted.)" 

This  certificate  shall  be  signed,  sealed  and  recorded,  and 
filed  in  the  same  manner  and  shall  have  the  same  effect  as  the 
certificate  provided  for  in  section  six. 

Missionary  Stations. 

24.  Titles  confirmed. — Provided,  fiirtJicr,  "That  the 
title  to  the  land,  not  exceeding  six  hundred  and  forty  acres, 
now  occupied  as  missionary  stations  among  the  Indian  tribes  in 
said  Territory,  or  that  may  have  been  so  occupied  as  missionary 
stations  prior  to  the  passage  of  fhe  act  establishing  the  Territo- 
rial government  of  Oregon,  together  with  the  improvements 
thereon,  be,  and  is  hereby  confirmed  and  established  to  the  sev- 
eral religious  societies  to  which  said  missionary  stations  respec- 
tively belong."     [U.  S.  Statutes,  Vol.  10,  page  173.] 


WEST  VIRGINIA. 


CONSTITUTION. 
Article  III. 

[In  effect,  Aug.  22,  1872.] 

1.  No  compulsory  support  of  religion,  religious 
tests,  etc. — 15.  No  man  shall  be  compelled  to  frequent  or 
support  any  religious  worship,  place  or  ministry  whatsoever; 
nor  shall  any  man  be  enforced,  restrained,  molested  or  bur- 
thened,  in  his  body  or  goods,  or  otherwise  suffer,  on  account  of 
his  religious  opinions  or  belief,  but  all  men  shall  be  free  to  pro- 
fess, and  by  argument,  to  maintain  their  opinions  in  matters  of 
religion;  and  the  same  shall,  in  no  wise,  affect,  diminish  or 
enlarge  their  civil  capacities;  and  the  Legislature  shall  not  pre- 
scribe any  religious  test  whatever,  or  confer  any  peculiar  priv- 
ileges or  advantages  on  any  sect  or  denomination,  or  pass  any 
law  requiring  or  authorizing  any  religious  society,  or  the  people 
of  any  district  within  this  State,  to  levy  on  themselves,  or 
others,  any  tax  for  the  erection  or  repair  of  any  house  for 
public  worship,  or  for  the  support  of  any  church  or  ministry, 
but  it  shall  be  left  free  for  every  person  to  select  his  religious 
instructor,  and  to  make  for  his  support,  such  private  contract 
as  he  shall  please. 

Article  VI. 

2.  No  law  for  sale  of  church  property  to  be  passed. 

— 39.     The  Legislature  shall  not  pass  local  or  special  laws  in 

any  of  the  following  enumerated  cases Providing  for 

the  sale  of  church  property,  or  property  held  for  charitable 
tises. 

3.  No  charters  for  churches.  General  laws  to  be 
enacted  for  church  property. — 47-  No  charter  of  incorpo- 
ration shall  be  granted  to  any  church  or  religious  denomination. 
Provisions  may  be  made  by  general  laws  for  securing  the  title 
to  church  property,  and  for  the  sale  and  transfer  thereof,  so 

(526) 


West  Virginia.  527 

that  it  shall  be  held,  used,  or  transferred  for  the  purposes  of 
such  church  or  relisfious  denomination. 


CODE,  1891. 

[With  amendments  to  1895.] 
Chap.  LVII.     Of  Church  Property. 

4.  Grants  made  after  1777  valid. — i.  Every  convey- 
ance, devise  or  dedication  which  has  been  made  since  the  first 
day  of  January,  one  thousand  seven  hundred  and  seventy- 
seven,  and  every  conveyance  of  land  which  shall  hereafter  be 
made  for  the  use  or  benefit  of  any  church,  religious  sect, 
society,  congregation  or  denomination,  as  a  place  of  public 
worship,  or  as  a  burial  place,  or  as  a  residence  for  a  minister, 
shall  be  valid,  and  shall  be  construed  to  give  the  local  society 
or  congregation  of  such  church  to  whom  it  was  so  conveyed, 
devised  or  dedicated,  the  control  thereof,  except  as  herein  pro- 
vided; and  the  land  shall  be  held  for  such  purpose  and  no 
other.  Any  conveyance  of  property  for  the  use  of  two  or  more 
contiguous  congregations,  shall  be  construed  to  give  such  con- 
tiguous congregations  the  equitable  title  to  such  property :  Pro- 
vided, hozi'cver,  That  no  lot  of  ground  used  for  church  purposes 
shall  be  taken  from  the  members  of  the  church  that  purchased 
the  same,  or  for  whose  use  or  benefit  it  was  conveyed,  devised 
or  dedicated.     [As  amended  by  chap.  33,  Laws  of  1882.] 

5.  Title  to  personal  property  to  vest  in  trustees. — 

2.  When  books,  or  furniture,  or  other  personal  property,  shall 
be  acquired  for  the  benefit  of  such  local  society  to  be  used  on 
the  said  land  in  the  ceremonies  of  public  worship,  or  at  the 
residence  of  the  minister,  the  title  of  the  same  shall  be  vested 
in  the  trustees  in  whom  is  vested  the  legal  title  of  the  land,  to 
be  held  by  them  in  the  same  way,  for  the  same  uses,  and  under 
the  same  control. 

6.  Circuit  court  may  appoint  trustees. — 4*  The 
circuit  court  of  the  county,  wherein  any  such  lands  as  are  men- 
tioned in  the  first  section  of  this  chapter,  or  the  greater  part 
thereof,  may  lie,  on  the  application  of  the  proper  authorities  of 
such   church,    congregation,    district,    circuit,    religious    sect, 

♦Sections  3  and  5  deal  only  with  educational  and  benevolent  associ;Uioiis  which  may 
be  incorporated. 


528  Religious  Corporations. 

society  or  denomination,  or  any  secret  order,  may  from  time  to 
time  appoint  trustees,  either  where  there  were  or  are  none,  or 
in  place  of  former  trustees,  and  change  those  so  appointed 
whenever  it  may  appear  to  the  court  proper  to  effect  or  pro- 
mote the  purpose  of  the  conveyance,  devise  or  dedication  and 
secure  the  same  to  the  use  of  those  justly  entitled  thereto;  and 
the  legal  title  to  such  land  shall,  for  that  purpose,  be  vested  in 
the  said  trustees  for  the  time  being  and  their  successors.  [As 
amended,  Feb.  21,  1895.] 

7.  All  titles  vested  in  trustees. — 6 Any  con- 
veyance, devise  or  dedication  heretofore  made  to  the  board  of 
trustees  of  any  church,  college,  academy,  high  school,  or  other 
seminary  of  learning,  or  of  any  of  the  societies  or  orders  men- 
tioned in  the  third  section*  of  this  chapter  shall  vest  the  title  to 
such  property  in  the  said  trustees  individually  and  collectively, 
and  shall  be  as  valid  and  binding  in  all  respects  as  if  such 
property  had  been  conveyed  to  them  by  their  proper  names. 
[As  amended,  chap.  :^$,  1S82.] 

8.  Real  estate,  limit  upon.  Power  to  sue. — 7.  Such 
trustees  may  take  and  hold,  for  the  purposes  mentioned  in  the 
first  sectionf  of  this  chapter,  not  exceeding  four  acres  of  land  in 
an  incorporated  city,  town  or  village,  and  not  exceeding  sixty 
acres  out  of  such  city,  town  or  village.  For  any  of  the  pur- 
poses mentioned  in  the  third  sectionj  of  this  chapter,  except  for 
a  college,  academy,  high  school,  or  other  seminary  of  learning, 
such  trustees  may  take  and  hold  not  exceeding  two  acres  of 
land,  and  such  land  shall  not  be  held  for  any  other  use  than  as 
a  place  of  meeting  for  such  society  or  association,  and  for  the 
education  and  maintenance  of  children  charitably  provided  for 
by  them.  For  the  use  of  a  college,  academy,  high  school  or 
any  other  seminary  of  learning,  such  trustees  may  take  and 
hold  real  estate  without  limit.  The  trustees  of  any  church, 
religious  sect,  society,  congregation  or  denomination,  holding 
for  the  use  thereof  such  property  as  is  mentioned  in  the  first 
and  second§  sections  of  this  chapter,  may  in  their  own  name  sue 
for  and  recover  any  land  or  other  property  so  held  by  them,  as 
well  as  for  damages  done  by  any  person  to  any  such  property, 
and  maybe  sued  in  relation  thereto;  such  suit,  notwithstanding 
the  death  of  any  of  said  trustees  or  the  appointment  of  others, 

*  Applies  only  to  educational  and  benevolent  associations. 

tSeeNo.  4,  p.  527.  J  See  Note  to  No.  7,  p.  52S.  g  See  Nos.  4  and  5,  p.  527. 


West  Virginia.  529 

shall  proceed  in  the  name  of  the  trustee  by  or  against  whom  it 
was  instituted.     [As  amended,  chap.  32,  1887.] 

9.  Trustees  may  mortgage  property. — 8.     The  board 

of  trustees  of  any  church,  religi(jus  sect,  society,  congregation, 
denomination,  college,  academy,  high  school,  seminary  of  learn- 
ing, society  of  Freemasons,  Odd  Fellows,  Sons  of  Temperance, 
Good  Templars,  orphan  asylum,  children's  home,  or  other  ben- 
evolent association,  or  purpose  mentioned  in  this  chapter  may 
borrow  money  if  required  for  building  or  other  legitimate  pur- 
pose in  the  execution  of  such  trust,  and  may  execute  a  lien  upon 
any  property,  real  or  personal,  held  by  them  as  such  trustees 
to  secure  the  payment  thereof.     [As  amended,  chap.  10,  1885.] 

10.  Property  to  be  sold  only  on  order  of  court. — 

9.  Whenever  any  such  board  of  trustees  shall  deem  that  the 
interest  of  those  for  whose  use  it  holds  any  such  real  estate, 
will  be  promoted  by  a  sale  thereof,  it  shall  be  lawful  for  such 
board  to  file  a  petition  in  equity  in  the  circuit  court  of  the 
county  in  which  such  lands,  or  the  greater  part  thereof,  may 
lie  therefor,  and  such  proceedings  shall  thereafter  be  had  upon 
such  petition  as  in  a  suit  in  chancery  regularly  brought  and  pro- 
secuted in  said  court.  An  order  of  publication  stating  the  filing 
of  such  petition  and  the  object  thereof,  shall  be  posted  on  the 
court-house  door,  and  at  some  conspicuous  place  on  the  prem- 
ises, and  published  for  such  time  and  in  such  manner  as  the 
court  may  prescribe ;  and  any  person  interested  may  appear  and 
resist  such  application.  Upon  the  execution  of  such  order,  it 
shall  be  lawful  for  such  court,  if  a  proper  case  be  made,  and 
the  court  be  of  opinion  that  the  rights  of  others  will  not  be 
violated  thereby,  to  order  a  sale  of  such  land  and  make  such 
disposition  of  the  proceeds  thereof  as  may  be  right  and  proper, 
and  not  inconsistent  with  the  purposes  for  which  the  trust  was 
created:  Provided^  That  no  such  sale  of  land  mentioned  in 
the  first*  section  of  this  chapter  shall  be  made  unless  it  appear 
to  the  court  that  the  majority  of  the  members  of  such  church, 
religious  sect,  society,  congregation  or  denomination,  desires 
the  same ;  but  in  any  case  where  the  authority  to  administer 
the  affairs  of  such  church,  religious  sect,  society,  congregation 
or  denomination,  is,  by  its  rules  and  ecclesiastical  policy,  com- 
mitted to  a  delegated  or  select  body,  such  sale  may  be  when  it 
appears  that  such  delegated  or  select  body  desires  the  same. 
[As  amended,  chap.  41,  1883.] 

♦See  No.  4,  p.  527. 


WISCONSIN. 


CONSTITUTION. 
Art.   I.     Declaration  of  Rights. 

[In  effect,  March  2,  1848. 

1.  No  compulsory  or  State  support  of  religion. — 

18.  The  right  of  every  man  to  worship  Ahnighty  God,  accord- 
ing to  the  dictates  of  his  own  conscience,  shall  never  be 
infringed ;  nor  shall  any  man  be  compelled  to  attend,  erect,  or 
support  any  place  of  worship,  or  to  maintain  any  ministry 
against  his  consent,  nor  shall  any  control  of,  or  interference 
with,  the  rights  of  conscience  be  permitted,  or  any  preference 
be  given  by  law  to  any  religious  establishments,  or  modes  of 
worship ;  nor  shall  any  money  be  drawn  from  the  treasury  for 
the  benefit  of  religious  societies,  or  religious,  or  theological 
seminaries. 

2.  No    religious   tests   for   pviblic   trusts. — 19.     No 

religious  test  shall  ever  be  required  as  a  qualification  for  any 
office  of  public  trust  under  the  State,  and  no  person  shall  be 
rendered  incompetent  to  give  evidence  in  any  court  of  law,  or 
equity,  in  consequence  of  his  opinions  on  the  subject  of  religion. 

Art.  VI.     Legislative. 

3.  No  special  laws  to  be  passed. — 31.  The  legislature 
is  prohibited  from  enacting  any  special  or  private  laws  .... 
for  granting  corporate  powers  or  privileges,  except  to  cities. 
[As  amended,  Nov.  7,  187 1.] 

Art.  XI.     Corporations. 

4.  General  laws  to  be  enacted. — i.  Corporations 
without  banking  powers  or  privileges  may  be  formed  under 
general  laws,  but  shall  not  be  created  by  special  act,  except  for 
municipal  purposes,  and  in  cases  where,  in  the  judgment  of  the 
Legislature,  the  objects  of  the  corporation  cannot  be  attained 

(530) 


Wisconsin.  53^ 

under  general  laws.  All  general  laws  or  special  acts  enacted 
under  the  provisions  of  this  section  maybe  altered  and  repealed 
by  the  Legislature  at  any  time  after  their  passage. 


ANNOTATED  STATUTES,  1889. 

[With  amendments  to  1895.] 

Title  XIX.     Corporations. 

Chap.   LXXXV.     Of  General  Provisions  Relating 
TO  Corporations.* 

5.  Powers. — 1748.  Every  corporation  organized  under 
any  general  or  special  law,  when  no  other  provision  is  specially 
made  by  law,  or  by  its  articles  of  organization,  shall  have  the 
following  powers : 

1.  To  make  all  contracts  necessary  and  proper  to  effect  its 
purposes  and  conduct  its  business. 

2.  To  sue  and  be  sued,  to  appear  and  defend  in  all  actions 
and  proceedings  in  its  corporate  name,  to  the  same  extent  as  a 
natural  person. 

3.  To  have  a  common  seal,  and  alter  the  same  at  pleasure. 

4.  To  elect  or  appoint  in  such  manner  as  shall  be  fixed  by 
its  by-laws,  all  necessary  officers,  agents,  and  servants,  define 
their  duties  and  obligations,  fix  their  compensation  and  fill 
vacancies  therein ;  and  to  establish  branch  offices  or  places  of 
business  in  this  State,  or  elsewhere. 

5.  To  make,  amend  and  repeal  by-laws  and  regulations, 
not  inconsistent  with  law  or  its  articles  of  organization  for  its 
own  government,  for  the  orderly  conducting  of  its  affairs,  and 
the  management  of  its  property,  for  determining  the  manner 
of  calling  and  conducting  its  meetings,  the  manner  of  appoint- 
ing and  mode  of  voting  by  proxy,  and  the  tenure  of  office  of 
its  several  officers,  and  such  others  as  shall  be  necessary  or  con- 
venient for  the  accomplishment  of  its  purposes,  and  may  pre- 
scribe suitable  penalties  for  the  violation  of  its  by-laws,  not 
exceeding  in  any  one  case  twenty  dollars  for  any  one  offense. 

6.  To  take  and  hold  property,  both  real  and  personal,  to 
an  amount  authorized  by  law,  and  sell,  convey  or  otherwise 
dispose  of  the  same. 

*  No.  24,  p.  540,  Section  iggt,  makes  the  provisions  of  this  chapter  applicable  to  relig- 
ious corporations  so  far  as  necessary. 


5; 


Religious  Corporations. 


7.  To  mortgage  its  franchises,  tolls,  revenues  and  prop- 
erty, both  real  and  personal,  to  secure  the  payment  of  its  debts, 
or  to  borrow  money  for  the  purposes  of  the  corporation,  and 
no  other,  with  the  consent  of  a  majority  of  its  stockholders,  or, 
if  not  a  stock  corporation,  of  a  majority  of  its  members,  and 
to  establish,  with  the  like  consent,  a  sinking  fund  for  the  pay- 
ment of  its  debts. 

6.  Majorities  a  quorum  of  directors  and  members. 

— 1749.  A  majority  of  the  directors  or  trustees  of  every  cor- 
poration, convened  according  to  the  by-laws  thereof,  shall  con- 
stitute a  c[uoruin  for  the  transaction  of  business.  The  mem- 
bers  owning  a  majority  of  the  stock,  in  stock  corporations,  and 
a  majority  of  the  members,  of  other  corporations,  shall  consti- 
tute a  quorum  at  any  meeting  of  such  stockholders  or  members, 
and  be  capable  of  transacting  any  business  thereof,  except 
when  otherwise  specially  provided  by  law  or  by  the  articles  of 
organization  of  the  corporation. 

7.  Records,  rules  as  to.    Penalty  for  omissions. — 

1759.  Every  corporation  shall  keep  a  correct  and  complete 
record  of  all  its  proceedings,  including  such  as  relate  to  the 
election  of  its  officers;  and  such  record  may  be  kept  in  any 
other  than  the  English  language,  when  so  provided  in  its  arti- 
cles of  organization.  Every  corporation  shall  also  keep  a  book 
containing  the  names  of  all  stockholders  or  members,  since  its 
organization,  showing  the  place  of  residence,  amount  of  stock 
held,  time  of  acquiring  stock  or  becoming  a  member,  time  of 
transfer  of  stock  or  cessation  of  membership,  of  each  respec- 
tively. If  any  officer,  agent  or  servant  of  any  corporation, 
shall  omit  to  make  any  entry  in  the  books  or  records  thereof, 
which  it  is  his  duty  to  make  as  such  officer,  agent  or  servant, 
he  shall  forfeit  not  less  than  twenty-five,  nor  more  than  one 
thousand  dollars,  and  be  liable  for  all  damages  thereby  sus- 
tained. 

8.  All  meetings  of  entire  membership  legal. — 1761. 

When  all  the  members  of  any  corporation  shall  be  present  at 
any  meeting,  however  notified,  and  shall  sign  a  written  consent 
to  the  holding  of  such  meeting  on  the  records  thereof,  they 
may  transact  any  business  at  such  meeting,  which  could  law- 
fully be  transacted  at  any  meeting  of  the  members  of  such  cor- 
poration, regularly  called  and  notified. 


Wisconsin.  533 

9.  Elections  of  trustees,  special  provisions  for. — 
1762.  When  not  otherwise  specially  provided  by  law  or  by  the 
by-laws  of  any  corporation,  the  directors  or  trustees  thereof 
shall  call  and  order  the  elections  of  the  officers  of  such  corpo- 
ration annually;  and  if  they  refuse  so  to  do,  or  if  from  any 
other  cause  it  shall  happen  that  an  election  of  directors  or 
trustees  shall  not  take  place  at  the  annual  meeting,  such  corpo- 
ration shall  not  be  deemed  dissolved  thereby,  but  the  former 
officers  shall  continue  to  act  as  such  until  their  successors  shall 
have  been  elected  and  qualified,  and  a  special  election  may  be 
called  by  the  proper  officers  of  such  corporation  for  electing 
such  officers  by  giving  such  notice  as  is  required  for  the  annual 
election ;  but  if  such  officers  shall  refuse  or  neglect  to  call  such 
special  election,  for  ten  days  after  the  time  fixed  for  the  annual 
election,  or  if  there  be  no  officers  authorized  to  call  such  special 
election,  then  any  two  or  more  members  of  such  corporation 
may  call  a  special  meeting  for  the  election  of  officers  in  the 
manner  prescribed  in  section  one  thousand  seven  hundred  and 
seven ty- three.  *  When  the  day  fixed  for  the  annual  election  of 
officers  or  other  meeting  of  a  corporation  shall  fall  on  Sunday 
or  on  a  legal  holiday,  such  election  or  meeting  shall  be  held  on 
the  next  succeeding  secular  day. 

10.  Dissolution,  grounds  for. — 1763.  Whenever  any 
corporation  shall  have  remained  insolvent,  or  shall  have  neg- 
lected or  refused  to  pay  and  discharge  its  notes  or  other  evi- 
dences of  debt,  or  shall  have  suspended  its  ordinary  and  lawful 
business  for  one  whole  year,  it  shall  be  deemed  to  have  surren- 
dered the  rights,  privileges  and  franchises  granted  or  acquired 
under  any  law,  and  shall  be  adjudged  to  be  dissolved. 

11.  Expiring  and  dissolved  corporations  continued 
for  three  years.  Trustees  to  be  administrators. — 1764. 
All  corporations  whose  term  of  existence  shall  expire  by  their 
own  limitation,  or  which  shall  be  voluntarily  dissolved  in  the 
manner  provided  by  law,  or  by  its  articles  of  association,  or 
shall  be  annulled  by  forfeiture  or  otherwise,  shall  nevertheless 
continue  to  be  bodies  corporate  for  three  years  thereafter,  for 
the  purpose  of  prosecuting  and  defending  actions,  and  of 
enabling  them  to  settle  and  close  up  their  business,  dispose  of 
and  convey  their  property  and  divide  their  capital  stock,  and 
for  no  other  purpose;  and  when  any  corporation  shall  become 
so  dissolved,  the  directors  or  managers  of  the  affairs  of  such 

*See  No.  17,  p.  536. 


534  Religious  Corporations. 

corporation  at  the  time  of  its  dissolution,  by  whatever  name 
they  may  be  known,  shall,  subject  to  the  power  of  any  court  of 
competent  jurisdiction  to  make,  in  any  case,  a  different  provi- 
sion, continue  to  act  as  such  during  said  term,  and  shall  be 
deemed  the  legal  administrators  of  such  corporation,  with  full 
power  to  settle  its  affairs,  sell  or  dispose  of  and  convey  all  its 
property,  both  real  and  personal,  collect  the  outstanding  debts, 
and  after  paying  the  debts  due  and  owing  by  such  corporation 
at  the  time  of  its  dissolution,  and  the  costs  of  such  administra- 
tion, divide  the  residue  of  the  money  and  other  property  among 
the  stockholders  or  members  thereof. 

12.  Property  to  be  used  only  for  corporate  pur- 
poses.— 1767.  The  property  of  any  corporation  organized 
under  any  special  or  general  law  shall  be  used  only  for  the  pur- 
poses prescribed  by  such  law,  or  by  its  articles  of  organization 
in  pursuance  thereof. 

13.  Powers  of  the  legislature. — 1768.  The  legislature 
may  at  any  time  limit  or  restrict  the  powers  of  any  corporation 
organized  under  any  law,  and,  for  just  cause,  annul  the  same, 
and  prescribe  such  mode  as  maybe  necessary  for  the  settlement 
of  its  affairs. 

14.  Actions  may  be  maintained  by  and  against 
members. — 1:770.  Every  corporation  may  maintain  an  action 
against  any  of  its  members  or  stockholders  for  any  cause  rela- 
ting to  the  business  of  the  corporation,  the  same  as  against  any 
other  person ;  and  like  actions  may  be  maintained  by  any  mem- 
ber or  stockholder  against  such  corporation  for  any  cause  of 
action  in  his  favor  against  the  same. 

Chap.   LXXXVI.     Of    the   Organization  of    Corporations. 

15.  Purposes.    Corporations    to    carry  out  wills.— 

1 77 1.  Three  or  more  adult  persons,  residents  of  this  vState,  may 
form  a  corporation  in  the  manner  provided  in  this  chapter 
....  for  the  establishment  and  maintenance  of  any  benevo- 
lent, charitable,  or  medical  institution  ....  or  for  any  lawful 
business  or  purpose  whatever,  except  the  business  of  banking 
.  ...  or  other  cases  otherwise  specially  provided  for.*  Any 
such  corporation  may  be  formed,  to  have  a  capital  stock  divisi- 
ble into  shares,  or  without  any  capital  stock  upon  such  plan  as 

*See  chap.  91,  p.  540,  for  incorporation  of  churches.    Section   1787,  No.  20,  p.  538, 
specifically  provides  for  religious  corporations  other  than  churches  under  chap.  86. 


Wisconsin.  535 

may  be  agreed  upon The  executors  or  trustees  under 

any  will,  or  one  or  more  of  such  executors  or  trustees,  who  are 
authorized,  requested  or  directed  by  the  provisions  of  any  will 
to  organize  a  corporation  for  any  of  the  purposes  mentioned  in 
this  section,  or  the  general  laws  of  the  State,  may,  individually, 
or  as  executors,  or  together  with  the  legatees  mentioned  in  the 
will,  or  one  or  more  of  such  executors,  trustees  or  legatees, 
may  sign,  execute,  verify  and  acknowledge  articles  of  incorpo- 
ration or  association  under  the  provisions  of  chapter  85,*  of  the 
revised  statutes,  for  the  purpose  of  carrying  out  the  intentions 
of  the  testator  as  expressed  in  his  will,  and  for  the  purpose  of 
forming  and  organizing  such  corporation,  and  in  such  case  may 
transfer  and  convey  to  such  corporation  any  property  of  the 
testator  mentioned  and  referred  to  in  such  will  and  authorized 
or  required  to  be  used  for  such  purpose,  and  said  executors, 
trustees  or  legatees,  or  two  or  more  of  them,  may  subscribe  to 
the  capital  stock  of  such  corporation  to  the  amount  of  the  value 
of  the  property  mentioned  and  referred  to  in  such  will,  and 
such  executors  or  trustees  may  convey  the  property  mentioned 
or  referred  to,  to  such  corporation  in  payment  of  the  stock  so 
issued  and  subscribed  without  application  to  or  authority  from 
any  court. 

Mode  of  Organization. 

16.  Articles,  contents,  filing,  and  fees. — 1772.  In 
order  to  form  such  a  corporation,  the  persons  desiring  so  to  do 
shall  make,  sign  and  acknowledge  written  articles  containing : 

1.  A  declaration  that  they  associate  for  the  purpose  of 
forming  a  corporation  under  these  revised  statutes,  and  of  the 
business  or  purposes  thereof. 

2.  The  name  and  location  of  such  corporation;  but  such 
name  shall  not  contain  the  names  of  individuals  in  the  manner 
in  which  they  are  ordinarily  used  in  partnership  or  business 
names;  no  corporate  name  shall  be  held  illegal  because  of  the 
omission  of  the  word  "limited." 

3.  The  capital  stock,  if  any,  the  number  of  shares,  and  the 
amount  of  each  share. 

4.  The  designation  of  general  officers  and  of  the  number 
of  directors,  which  shall  not  be  less  than  three ;  and  the  direc- 
tors may  be  required  to  be  classified  into  three  classes,  so  that 
one-third  shall  hold  their  offices  for  one  year,  one-third  for  two 
years,  and  one-third  for  three  years;  in  which  case,  all  direc- 

*  See  No.  5,  p.  531- 


536  Religious  Corporations. 

tors  elected  subsequent  to  the  first  shall  hold  their  offices  for 
three  years,  except  when  elected  or  appointed  to  fill  vacancies. 

5.  The  principal  duties  of  the  several  general  officers 
respectively. 

6.  The  methods  and  conditions  upon  which  members  shall 
be  accepted,  discharged  or  expelled 

7.  Such  other  provisions  or  articles,  if  any,  not  inconsistent 
vv^ith  law,  as  they  may  deem  proper  to  be  therein  inserted  for 
the  interests  of  such  corporation,  or  the  accomplishment  of  the 
purposes  thereof,  including,  if  desired,  the  duration  of  its  exist- 
ence. In  case  the  corporation  is  formed  without  capital  stock, 
the  articles  shall  fix  the  time  and  place  for  the  first  meeting  for 
the  election  of  officers,  and  the  signers  of  such  articles  shall 
give  notice  thereof  to  the  members  in  the  manner  provided  in 
the  next  section. 

Such  original  articles,  or  a  true  copy  thereof,  verified  as 
such  by  the  affidavits  of  two  of  the  signers  thereof,  shall  be 
recorded  by  the  register  of  deeds  of  the  county  in  which  such 
corporation  is  located;  and  no  corporation  shall,  until  such 
articles  be  so  left  for  record,  have  legal  existence.  A  like  veri- 
fied copy  shall,  within  thirty  days,  be  filed  with  the  secretary 
of  State  and  for  a  failure  so  to  do,  each  signer  of  any  such  arti- 
cles shall  forfeit  twenty-five  dollars.  For  filing  every  such 
articles  of  incorporation  with  the  secretary  of  State  and  issuing 
a  certificate  of  corporation,  the  incorporators  shall  pay  the  sum 
of  twenty-five  dollars,  and  for  filing  with  the  secretary  of  State 
an  amendment  to  articles  already  filed,  they  shall  pay  the  sum 
of  five  dollars,  and  no  articles,  or  any  such  amendments  shall 
be  filed  unless  such  fees  be  first  paid,  and  such  sums  shall  be 
paid  into  the  State  treasury  by  the  secretary  of  State,  provided, 
no  fee  or  pa^^ment  of  any  sum  for  filing  articles  of  association, 
or  of  any  amendments  thereto,  shall  be  required  from  any  cor- 
poration organized  exclusively  for  benevolent,  charitable  or 
reformatory  purposes,  whose  articles  of  incorporation  shall  pro- 
vide that  no  dividends  or  pecuniary  profits  shall  ever  be  made 
or  declared  by  such  corporation  to  its  members.  [As  amended, 
April  20,  1895.] 

17.  Signers  of  articles  to  act  until  trustees  are 
elected. — 1773.  Until  the  directors  or  trustees  shall  be  elected, 
the  signers  of  the  articles  of  organization  shall  have  direction 
of  the  affairs  of  the  corporation,  and  make  such  rules  as  may 
be  necessary  for  perfecting  its  organization,  accepting  members 


WiscoNsiK.  537 

or  regulating  subscription  to  the  capital  stock 1773. 

....  In  stock  corporations  the  first  meeting*  may  be  held  at 
any  time  after  one-half  of  the  capital  stock  shall  have  been 
subscribed ;  and  may  be  called  by  any  two  signers  of  the  arti- 
cles, at  such  time  and  place  as  they  shall  appoint,  by  giving 
ten  days'  personal  notice  thereof,  in  writing,  to  each  subscriber 
of  stock,  or  by  publishing  notice  thereof  for  at  least  two  weeks 
before  such  meeting,  in  some  newspaper  published  at  or 
nearest  to  the  designated  place  of  location  of  the  corporation; 
or  such  meeting  may  be  held  without  previous  notice,  if  all  the 
subscribers  for  stock  be  present  in  person  or  by  duly  authorized 
....   attorney  .... 

18.  Amendments  to  articles,  how  effected,  must 
be  recorded. — 1774.  Any  corporation  organized  under  this 
chapter  may,  at  any  meeting  of  its  members,  by  a  vote  of  ...  . 
at  least  one-half  of  the  members  of  corporations  without  stock, 
unless  a  greater  vote  shall  be  required  in  its  articles,  amend  its 
articles  of  organization  so  as  to  modify  or  enlarge  its  business 
or  purposes,  change  its  name  or  location,  ....  change  its 
officers  or  the  number  of  directors,  or  provide  anything  which 
might  have  been  originally  provided  in  such  articles ;  but  no 
corporation  without  stock  shall  change  substantially  the  original 
purposes  of  its  organization.  Such  amendment  shall  be  adopted 
only  in  accordance  with  the  articles  of  organization,  if  a  mode 
of  amending  the  same  shall  have  been  therein  prescribed. 
When  adopted,  a  copy  of  such  amendment,  with  a  certificate 
thereto  affixed,  signed  by  the  president  and  secretary,  or  if 
none,  the  correspondent  officers,  and  sealed  with  the  corporate 
seal,  if  there  be  any,  stating  the  fact  and  date  of  the  adoption 
of  such  amendment,  and  that  such  copy  is  a  true  copy  of  the 
original,  shall  be  recorded  in  the  office  where  the  original  arti- 
cles are  recorded ;  and  the  register  shall  note  on  the  margin  of 
the  record  of  such  original,  the  volume  and  page  where  every 
such  amendment  is  recorded;  and  no  amendment  shall  be  of 
effect  until  so  recorded.  Within  thirty  days  such  officers  shall 
file  a  like  certified  copy  with  the  secretary  of  State,  and  in  case 
of  failure  so  to  do,  shall  each  forfeit  twenty-five  dollars. 
Whenever  the  corporate  name  shall  be  changed,  the  secretary 
shall  publish  a  notice  thereof  in  a  newspaper  published  at  or 
nearest  to  the  place  of  location  of  such  corporation,  for  three 
weeks,  and  if  he  shall  fail  for  two  months  so  to  do,  shall  forfeit 

*  See  No.  17,  p.  536. 
3« 


538  Religious  Corporations. 

twenty-five  dollars.  No  change  of  location  of  any  such  corpo- 
ration, if  beyond  the  limits  of  the  county,  shall  be  valid  until 
the  articles  of  organization  and  all  amendments  shall  have  been 
recorded  in  the  office  of  the  register  of  deeds  of  the  county  to 
which  the  same  shall  be  changed. 

19.  Organization  secures  incorporation.  Powers 
over  property. — 1775.  Every  such  corporation,  when  so 
organized,  shall  be  a  body  corporate  by  the  name  designated  in 
its  articles,  and  shall  have  the  powers  of  a  corporation  con- 
ferred by  these  statutes,*  necessary  or  proper  to  conduct  the 
business  or  accomplish  the  purposes  prescribed  by  its  articles, 
but  no  other  or  greater;  and  may  take  by  gift,  devise,  purchase 
or  otherwise,  and  manage  and  hold,  convey,  mortgage,  lease  or 
otherwise  dispose  of  at  pleasure,  such  real  and  personal  prop- 
erty of  whatever  kind  as  shall  be  necessary  to  its  business  or 
purposes,  or  the  protection  or  benefit  of  its  property,  held  or 
used  for  the  corporate  business  or  purposes,  and  such  as  shall 
be  taken  in  payment  or  security  for  debts  due  to  such  co.rpoia- 
tion.  But  no  such  corporation  shall  take  or  hold  stock  in  any 
other  corporation. 

Additional  Powers  of  Peculiar  Corporations. 

20.  Religious  corporations  may  be  controlled  by 
denomination. — 1787.  Whenever  any  corporation  shall  be 
formed  under  this  chapter,  for  the  benefit  of,  or  be  in  any 
manner  connected  with,  any  church  or  religious  denomina- 
tion or  society,  it  shall,  if  it  be  so  provided  in  its  articles  of 
organization,  be  under  the  supervision  and  control  of  such 
church,  denomination  or  society;  and  the  officers  or  trustees  be 
communicants  thereof,  accordingly. 

21.  Dissolution,  provisions  for. — 1789.  Any  corpora- 
tion organized  under  any  law,  may,  when  no  other  mode  is 
specially  provided,  dissolve,  by  the  adoption  of  a  written  reso- 
lution to  that  effect  at  a  meeting  of  its  members  specially  called 
for  that  purpose,  by  a  vote  of  the  owners  of  at  least  two-thirds 
of  the  stock,  in  the  case  of  stock  corporations,  and  of  one-half 
the  members  in  other  corporations;  but  when  a  mode  or  pro- 
cess of  dissolution  shall  have  been  provided  in  the  articles  of 
organization,  it  shall  be  conducted  accordingly.  One  copy  of 
such  resolution,  with  a  certificate  thereto  affixed,  signed  by  the 

*See  No.  5,  p.  531 


Wisconsin.  539 

president  and  secretary,  or,  if  none,  the  correspondent  officers, 
and  sealed  with  the  corporate  seal,  if  there  be  any,  stating  the 
fact  and  date  of  the  adoption  of  such  resolution,  that  such  is  a 
true  copy  of  the  original,  the  whole  number  of  .  .  .  .  mem- 
bers of  such -corporation,  and  the  number  of  members  who 
....  voted  for  its  adoption,  shall  be  recorded,  as  an  amend- 
ment to  its  articles  is  required  to  be  recorded  by  section  seven- 
teen hundred  and  seventy-four,*  and  a  like  copy  filed  with  the 
secretary  of  State.  Thereupon  such  corporation  shall  cease  to 
exist,  except  for  winding  up  its  affairs.  Whenever  the  articles 
of  organization  shall  provide  a  term  to  the  duration  of  a  corpo- 
ration, it  shall  cease  to  exist  at  the  time  so  fixed,  except  as 
aforesaid. 

Miscellaneous. 

22.  Amendments  of  articles.*  Existing  corpora- 
tions may  organize  under  this  chapter. — 1790.  Any 
corporation  organized  under  any  special  charter  or  general  law, 
for  any  of  the  purposes  for  which  corporations  may  be  formed 
under  this  chapter,  may  amend  its  charter  or  articles  of  organ- 
ization, according  to  the  provisions  of  section  seventeen  hun- 
dred and  seventy-four;*  and  may  at  a  meeting  of  the  members, 
by  a  vote  of  the  owners  of  at  least  two-thirds  of  the  stock,  in 
the  case  of  stock  corporations,  and  of  a  majority  of  the  mem- 
bers in  other  corporations,  abandon  its  organization,  and  organ- 
ize under  this  chapter,  by  the  adoption  of  articles  of  organiza- 
tion according  to  section  seventeen  hundred  and  seventy-two. 
A  true  copy  of  such  articles,  together  with  a  certificate  of  the 
president  and  secretary,  sealed  with  the  corporate  seal,  stating 
the  fact  and  date  of  adoption  of  such  articles,  that  such  copy 
is  a  true  copy  of  the  original,  the  whole  number  of  the  .... 
members  of  such  corporation,  and  the  number  of  members  who 
voted  ....  for  its  adoption,  shall  be  recorded  and  filed  by 
the  president  or  secretary,  in  like  manner,  with  like  effect,  and 
subject  to  the  like  penalties  prescribed  in  section  seventeen 
hundred  and  seventy-two.  f  Provided^  That  in  amending  the 
charter  of  any  corporation  organized  under  any  special  charter, 
or  any  general,  or  private  and  local  law,  by  virtue  of  which  its 
charter  or  articles  of  organization  were  not  required  to  be 
recorded  in  the  office  of  the  register  of  deeds  of  the  county  in 
which  such  corporation  was  located,  it  shall  be  sufficient  to 

*  See  No.  iS,  p.  537.  t  See  No.  16,  p.  535. 


54°  Religious  Corporations. 

record  the  certified  copy  of  such  amendment  in  the  office  of 
the  register  of  deeds  of  the  county  in  which  such  corporation 
is  located,  and  to  file  a  like  certified  copy  with  the  secretary  of 
State.     (As  amended,  March  25,  1895.) 

Chap.  XCI.     Of  Religious  Societies. 

23.  Who  may  incorporate. — 1990.  The  male  mem- 
bers over  twenty-one  years  of  age,  not  less  than  three  in  num- 
ber, of  any  church  or  society  of  any  religious  sect  or  denomina- 
tion which  shall  have  been  organized  in  this  State,  and  which 
at  the  time  maintains  regular  public  worship,  may,  after  due 
public  notice,  given  at  some  stated  meeting  of  such  church, 
sect,  or  denomination,  and  any  five  or  more  male  persons  of 
like  age  not  members  of  any  religious  congregation,  desiring  to 
organize  a  corporation  in  connection  with  a  church  of  their  own 
peculiar  tenets  to  be  associated  therewith,  may  organize  a  cor- 
poration for  religioi^s,  charitable  or  educational  purposes  in 
the  manner  hereinafter  provided. 

24.  Articles  of  association,  form  and  record. — 1991. 

Such  members  or  persons  shall  sign  and  acknowledge  a  certifi- 
cate substantially  in  the  following  form : 

"Know  all  men  by  these  presents:  that  the  undersigned 
{insert  the  names  of  the  signers),  and  those  who  are  or  who 
may  become  associated  with  them  for  the  purposes  herein  spe- 
cified, have  organized  themselves  into  a  religious  society  of  the 
Church  {sect  or  denomination  or  other  description) 
located  in  {name  of  toivn,  village  or  city)  in  the  county  of 

,  State  of  Wisconsin,  for  religious,  charitable  and  educa- 
tional purposes,  which  society  shall  be  known  and  incorporated 
by  the  name  of  {here  insert  the  name^ ;  and  shall  record  the 
same  in  the  office  of  the  register  of  deeds;  and  when  such  cer- 
tificate shall  have  been  so  recorded,  the  society  therein  named 
shall  be  a  corporation,  and  shall  possess  the  powers  and  privi- 
leges granted  to  corporations  by  chapter  eighty-five,*  so  far  as 
the  same  are  applicable  or  necessary  to  accomplish  its  pur- 
poses, and  conferred  by  this  chapter." 

25.  By-laws.     Number   of  trustees.     Membership. 

— 1992.  Such  corporation  may,  by  its  by-laws,  fix  the  number 
of  its  trustees  not  less  than  three,  nor  more  than  nine,  and 

*See  No.  5,  p.  531- 


Wisconsin.  541 

their  term  of  office,  the  manner  of  appointing  or  electing  the 
same,  and  the  qualifications  for  membership  therein. 

26.  Powers.* — 1992  (continued).  It  may  take,  receive, 
purchase,  hold  and  use  both  real  and  personal  estate  for  the 
purposes  of  its  incorporation,  and  no  other;  and  lease,  mort- 
gage, sell  or  otherwise  dispose  of  the  same  or  any  portion 
thereof,  in  the  manner  provided  by  its  by-laws;  and  may  also 
take  by  purchase,  gift  or  otherwise,  and  forever  hold  and  im- 
prove any  lands  intended  to  be  used  for  cemetery  grounds  or 
burial-places,  subject  to  the  provisions  and  restrictions,  so  far 
as  applicable,  in  chapter  fifty-nine,  f  It  shall  be  lawful  for  such 
corporation  to  hold  all  lands  then  owned  by  it,  other  than  and 
in  addition  to  the  grounds  so  purchased,  and  to  improve  the 
same  by  the  erection  of  new  buildings  thereon,  or  otherwise, 
for  the  purposes  of  revenue  to  be  devoted  to  the  uses  of  the 
corporation,  and  in  promoting  religious  and  charitable  works, 
and  at  pleasure  to  lease,  mortgage  and  sell  the  same. 

27.  Trustees  may  be  classified. — 1992  (continued). 
And  it  shall  be  lawful  for  any  such  corporation  at  any  meeting, 
which  it  may  hereafter  hold  for  the  election  of  its  trustees, 
whether  designated  by  such  corporation  as  trustees,  wardens, 
vestrymen  or  otherwise,  to  make  provision  by  resolution  to  be 
entered  upon  the  record  of  such  meeting  for  the  election  of  its 
said  trustees  in  classes,  and  to  determine  by  such  resolution 
what  number  or  proportion  of  its  said  trustees  shall  be  com- 
prised in  each  class,  and  also  the  term  for  which  each  class  shall 
hold  their  office;  and  thereafter,  as  the  terra  of  each  class  shall 
expire,  their  successors  shall  be  elected  in  accordance  with  the 
provisions  of  said  resolution;  Provided^  hoivevcr,  that  such 
property  shall  not  be  exempt  from  taxation. 

28.  Meetings.  By-laws. — 1992  (continued).  It  shall  be 
lawful  for  such  corporation  by  its  by-laws  to  provide  for  the 
time  and  manner  of  holding  regular  and  special  meetings  for 
the  holding  of  elections  or  for  the  transaction  of  all  business 
authorized  by  law,  and  such  by-laws  shall  have  the  force  of  law 
and  all  business  transacted  thereunder  shall  be  valid. 

29.  Notice  of  first  meeting.  Qualifications  of  voters. 
— 1993.  Public  notice  of  the  time  and  place  of  holding  the 
first  meeting  of  such  corporation  shall  be  given  to  the  members 
of  the  church,  sect,  or  denomination,  for  two  successive  Sab- 

*  See  Xo.  5,  p.  531.  t  Not  printed  in  this  volume. 


542  Religious  Corporations. 

baths,  on  which  such  church,  sect,  or  denomination  shall 
statedly  meet  for  public  worship,  previous  to  such  meeting 
such  notice  may  be  given  by  the  minister,  or  by  one  of  the 
elders,  deacons,  church  wardens  or  vestrymen  thereof,  or  if 
there  be  no  such  officers,  then  by  any  male  member;  and  at 
such  first  meeting,  all  the  male  members  of  such  church,  sect, 
or  denomination,  over  twenty-one  years  of  age,  shall  be  entitled 
to  vote  at  such  meeting  as  members;  but  if  such  corporation 
be  organized  by  persons  not  belonging  to  any  religious  congre- 
gation, the  majority  of  the  corporators  named  in  the  certificate, 
all  having  notice  thereof,  may  meet  at  such  time  and  place  as 
they  shall  deem  proper,  for  the  purpose  of  perfecting  their 
organization;  and  the  corporators  named  in  such  certificate 
shall  constitute  the  first  board  of  trustees,  and  hold  their  offices 
until  others  are  chosen. 

30.  Trustees,  powers,  officers,  records.*  To  be 
governed  by  denorainational  rules. — 1994-  The  secular, 
business  and  temporal  affairs  of  every  .such  corporation  shall  be 
managed  and  administered  by  the  board  of  trustees,  and  they 
shall  have  the  custody  and  control  of  the  corporate  property, 
and  make  rules  and  regulations  for  the  use  of  the  same,  and 
for  the  renting  of  pews  or  slips  ;f  and  the  care,  improvement 
and  management  of  the  cemetery  grounds,  subject,  however, 
to  the  corporate  by-laws.  They  shall  appoint  a  clerk  or  secre- 
tary, and  a  treasurer,  with  power  to  remove  the  same,  shall  cause 
accurate  records  of  all  their  proceedings  and  of  all  business 
meetings  of  such  society  to  be  kept,  and  they  shall  be  governed 
in  their  official  acts  by  the  rules  of  their  church,  sect  or  denom- 
ination applicable  thereto  and  not  inconsistent  with  the  laws  of 
this  State,  or  the  constitution  and  by-laws  of  the  society. 

31.  Existing  religious  corporations  confirmed.  May 
organize  under  this  chapter,  but  cannot  change  denom- 
inational connection.— 1995.  Every  existing  church,  con 
gregation,  or  religious  society  heretofore  incorporated  is  hereby 
established  and  confirmed,  and  shall  continue  to  be  governed 
by  the  statutes  now  applicable  thereto,  notwithstanding  the 
same  are  repealed  by  the  statute,  in  the  same  manner  as  if  not 
so  repealed,  until  organized  under  this  chapter,  and  every  such 
church,  congregation  and  society,  may  by  five  or  more  of  its 
male  members  thereunto  duly  authorized  by  and  acting  for  all 
its   members  at    the  time,    become   a  corporation   under   this 

*  See  No.  7,  p.  532.  t  See  No.  37,  p.  544. 


Wisconsin.  543 

chapter,  by  making  and  recording  the  certificate  provided 
therein,  with  the  additional  statement  therein  of  the  name  by 
which  such  society  and  the  corporation  connected  with  it  has 
before  that  time  been  known  and  called,  and  that  such  society 
and  corporation  are  reorganized  under  this  chapter;  but  such 
reorganization  shall  not  work  a  change  of  the  ecclesiastical  con- 
nection of  any  such  society. 

32.  Failure  to  elect  trustees  not  to  dissolve.  Dis- 
solved corporations  may  reincorporate. — 1996.  No  fail- 
ure to  elect  trustees  at  the  proper  time  shall  work  a  dissolution 
of  any  corporation  formed  under  this  chapter,  and  those  once 
elected  shall  hold  their  offices  until  their  successors  are  elected. 
In  case  of  the  dissolution  of  any  such  corporation,  the  same 
may  be  reincorporated  under  the  provisions  of  this  chapter,  at 
any  time  within  six  years  after  such  dissolution ;  and  thereupon 
all  the  estate,  real  and  personal,  formerly  belonging  to  the 
same  and  not  lawfully  disposed  of,  shall  vest  in  such  corpora- 
tion as  if  there  had  been  no  such  dissolution. 

33.  Incorporation  of  synods  and  presbyteries,  etc. 

— 1998.  Any  diocesan  council  or  convention,  conference,  synod 
or  other  body  of  authorized  representatives  of  any  church  or 
religious  denomination,  may  elect  any  number  of  trustees,  not 
less  than  three,  to  be  incorporated ;  and  when  a  certificate  shall 
have  been  made  and  signed  by  the  presiding  officer,  and  counter- 
signed by  the  secretary  of  the  body  by  which  they  were  elected, 
stating  that  such  persons,  naming  them,  were  elected  trustees, 
the  name  of  the  body  by  whom  elected,  the  corporate  name 
by  which  such  trustees  are  to  be  known,  the  term  for  which 
they  are  to  hold  their  offices,  and  the  purposes  for  which  it  is 
desired  to  incorporate  them,  and  filed  in  the  office  of  the  secre- 
tary of  State,  the  persons  named  in  such  certificate  as  trustees, 
and  their  successors  in  office,  shall  be  a  body  corporate  for  the 
purposes  mentioned  in  such  certificate,  and  for  such  purposes, 
and  no  other,  shall  have  the  usual  powers  of  a  corporation ;  and 
the  members  of  such  corporation  shall  hold  their  positions  for 
such  term  as  the  body  electing  them  shall  determine,  and  until 
their  successors  are  duly  elected. 

34.  Trustees  of  synods  and  presbyteries  may  take 
title. — 1999.  Every  such  corporation  may  be  empowered  by 
the  body  electing  them  to  take  and  hold  the  title  to  church 
property,  both  real  and  personal,  of  the  church  and  religious 


544  Religious  Corporations. 

denomination  for  which  it  is  created,  which  is  used  or  desig- 
nated to  be  used  for  missionary  or  other  proper  purposes  of 
such  church  or  rehgious  denomination,  and  not  specially  used 
for  the  purposes  of  any  local  religious  society  incorporated 
under  the  laws  of  this  State ;  and  to  use,  manage  and  convey 
the  same  to  the  same  extent,  and  under  such  restrictions  as 
may  be  prescribed  by  the  proper  ecclesiastical  authority  of  their 
church  or  religious  denomination. 

35.  Real  estate  to  vest  in  trustees. — 2000.  All  lands, 
tenements,  and  hereditaments  that  have  been  or  may  hereafter 
be  lawfully  conveyed  by  demise,  gift,  grant,  purchase,  or  other- 
wise to  any  persons  as  trustees,  in  trust,  for  the  use  of  any 
religious  society  organized,  or  which  may  hereafter  be  organ- 
ized, within  this  State,  either  for  a  meeting-house,  burying- 
ground,  or  for  the  residence  of  a  preacher,  shall,  with  the 
improvements,  vest  in  the  trustees  of  such  religious  society,  as 
fully  as  if  originally  conveyed  to  them,  and  shall  be  held  by 
them  and  their  successors,  in  trust  for  such  society. 

36.  Prior  incorporations  confirmed.  Provisions 
of  this  chapter  apphcable. — 2001.  Every  religious  or 
religious  educational  and  charitable  society  organized  or 
attempted  to  be  organized  under  chapter  47,  of  the  revised 
statutes  of  1849,  or  chapter  66,  of  the  revised  statutes  of  1858, 
or  chapter  91,  of  the  revised  statutes  of  1S78,  and  the  acts 
amendatory  thereof,  by  filing,  or  filing  and  having  recorded  a 
certificate  of  the  election  of  trustees  or  a  certificate  of  organi- 
zation designating  the  name  of  the  church  or'  society  with  the 
register  of  deeds  of  the  proper  county,  and  which,  since 
such  filing  or  recording  has  acted  as  a  religious,  or  a  relig- 
ious educational  and  charitable  corporation  in  pursuance 
thereof,  shall  be  deemed  to  be  legally  incorporated  and  shall 
have  all  the  powers  and  be  subject  to  all  the  liabilities  of  relig- 
ious corporations  under  the  provisions  of  this  chapter. 

Nothing  herein  contained  shall  be  construed  to  affect  any 
action  or  proceeding  now  pending  for  or  against  any  such  cor- 
poration.     [As  amended,  May  2,  1895.] 

Title  XXI.      Chap.  C.      Recording  of  Instruments,   etc. 

37.  Deeds  of  church  pews  recordable.— 2259.  Deeds 
of  pews  or  slips  in  any  church  may  be  recorded  by  the  clerk  of 
the  town  in  which  such  church  is  situated,  or  by  the  clerk  of 


Wisconsin.  545 

the  society  or  proprietors  if  incorporated  or  legally  organized ; 
and  such  clerk  shall  receive  the  same  fees  as  the  register  of 
deeds  is  entitled  to  for  similar  purposes. 

Mortmain  Restrictions. 

38.  The  provisions  restricting  the  alienation  of  estates 
contained  in  section  2039,  of  the  statutes  of  1889,  were  repealed 
April  5,  1893. 

Particular  Denominations. 

39.  Provisions  are  made  for  special  incorporations  as 
follows : 

Church  Fire  Insurance  Companies,  §  1941  s. 

Congregationalists,  §  2001  a. 
Methodist  Episcopal  Church,  §  1997. 
Missionary  corporations,  §  2001  c. 
Protestant  Episcopal  Church,  §  1997. 
Roman  Catholic  Church,  §  2001  b. 


WYOMING. 


CONSTITUTION. 

Article  X. 

[In  effect,  July  lo,  1890.] 

Art.  I.     Declaration  of  Rights. 

1.  No  appropriations  for  religious  purposes. — 19.    No 

money  of  the  State  shall  ever  be  given  or  appropriated  to  any 
sectarian  or  religious  society  or  institution. 

Art.  III.     Legislative  Department. 

2.  No  special  laws  to  be  passed. — 27.  The  legisla- 
ture shall  not  pass  local  or  special  laws  ....  granting  to  any 
corporation,  association  or  individual  ....  any  exclusive  or 
special  privileges,  immunity  or  franchise  whatever,  or  amend- 
ing existing  charter  for  such  purpose. 

Art.   X.     Corporations. 

3.  General  laws  to  be  enacted.  Powers  of  the  legis- 
lature.— I.  The  legislature  shall  provide  for  the  organization 
of  corporations  by  general  law.  All  laws  relating  to  corpora- 
tions may  be  altered,  amended  or  repealed  by  the  legislature  at 
any  time  when  necessary  for  the  public  good  and  general  wel- 
fare, and  all  corporations  doing  business  in  this  State  may  as  to 
such  business  be  regulated,  limited  or  restrained  by  law  not  in 
conflict  with  the  constitution  of  the  United  States. 

Art.  XXI.     Schedule. 

4.  Territorial  laws  in  force. — 3.  All  laws  now  in  force 
in  the  Territory  of  Wyoming,  which  are  not  repugnant  to  this 
constitution,  shall  remain  in  force  until  they  expire  by  their 
ov/n  limitation   or  be  altered  or  repealed  by  the  legislature. 

(546) 


Wyoming.  547 

REVISED  STATUTES,  1887. 

[With  amendments  to  1891.] 

Title  I.     Chap.  I.     Of  Conveyances. 

5.  Conveyances  of  church  pews  may  be  recorded. 

— 19.  Deeds  or  mortgages  of  pews  or  slips  in  any  church,  may 
be  recorded  by  the  register  of  deeds  of  the  county  in  which 
such  church  is  situated,  or  by  the  clerk  of  the  society,  or  pro- 
prietors, if  incorporated  or  legally  organized,  and  such  clerk 
shall  receive  the  same  fees  as  the  register  of  deeds  is  entitled 
to  for  similar  services. 

Title  VII.     Corporations. 

Chap.  IV.     Religious  ....   and  Other  Associations. 

6.  Purposes. — 566.  Any  number  of  persons,  not  less 
than  three,  may  associate  themselves  together  in  the  manner 
hereinafter  mentioned,  for  any  of  the  following  purposes : 

1.  For  the  support  of  the  gospel,  or  the  maintenance  of 
religious  worship; 

2.  To  maintain,  hold,  and  keep  in  repair  a  house  of  public 
worship,  with  or  without  a  parsonage  house  appurtenant 
thereto ; 

3.  To  provide,  hold,  maintain  and  keep  in  repair,  a  place 
or  places  for  the  burial  of  the  dead.  The  same  persons  may 
unite  in  one  association  for  one  or  more  or  for  all  the  purposes 
above  mentioned 

16.  All  such  persons  so  desiring  to  associate  themselves  for 
any  of  the  foregoing  purposes,  shall  make,  sign,  acknowledge, 
and  cause  to  be  filed  and  recorded  in  the  same  manner  as  pro- 
vided in  section  five  hundred  and  one,*  duplicate  certificates 
setting  forth  the  name  by  which  they  have  associated  them- 
selves, the  purpose  for  which  the  association  is  formed,  the 
number  of  the  trustees,  and  the  names  of  the  trustees  who 
shall  manage  the  affairs  of  the  association  during  the  first  year, 
or  until  the  next  annual  election,  the  place  at  which  the  corpo- 
ration will  carry  on  its  business,  or  pursue  the  purpose  for 

*50i.  Any  three  or  more  )ersons  who  may  desire  to  form  a  company  ....  may 
make,  sign  and  acknowledge  before  some  oflScer  competent  to  take  the  acknowledgment 
of  deeds,  duplicate  certificates  in  writing  ....  and  shall  file  one  of  the  said  certificates 
in  the  office  of  the  county  clerk  of  each  county  wherein  the  business  of  the  company  is 
to  be  carried  on,  and  one  thereof  in  the  ofl^iee  of  the  secretary  of  the  Territory. 


548  Religious  Corporations. 

which  it  is  formed,  and  the  duration  of  such  corporation,  which 
may  be  perpetual. 

7.  Record  secures  incorporation.  Evidence  of  in- 
corporation.— 567.  Upon  filing  such  certificate,  the  persons 
therein  named,  their  associates,  successors  and  assigns,  shall  be 
and  become  a  body  corporate  and  politic  by  the  name  in  such 
certificates  mentioned,  and  its  existence,  powers  and  purposes 
may  be  proven  in  like  manner  as  in  the  case  of  other  corpora- 
tions as  provided  in  chapter  one  of  this  title.* 

8.  Powers.  Limitations  upon  property. — 568.  Every 
such  corporation  shall  have  power  to  sue  and  be  sued,  plead 
and  be  impleaded,  in  all  courts  of  law  and  equity  whatsoever: 
to  have  and  use  a  common  seal,  and  alter  the  same  at  pleasure ; 
to  contract  and  be  contracted  with  in  pursuance  of  the  powers 
of  such  corporation ;  to  purchase  or  receive  by  gift,  or  other- 
wise, personal  estate,  such  as  may  be  necessary  or  proper  for 
the  purposes  of  such  corporation,  and  to  dispose  of  the  same; 
to  purchase  or  receive  by  gift,  grant,  devise  or  otherwise,  real 
estate,  such  as  may  be  necessary  or  proper  for  the  purposes  of 
the  corporation,  but  not  exceeding  as  follows:  Corporations 
formed  for  any  of  the  purposes  specified  in  the  first,  second, 
third,  ....  subdivisions  of  section  five  hundred  and  sixty- 
six,!  not  exceeding  fifty  thousand  dollars  in  value 

9.  By-laws,  purposes.— 569.  The  members  of  every 
such  corporation  shall  have  power,  when  organized,  to  adopt 
by-laws  for  the  following  purposes :  To  regulate  the  time  and 
places  of  holding  their  meetings,  and  the  manner  of  calling 
special  meetings;  to  regulate  the  management  of  the  affairs 
and  property  of  such  corporation ;  to  regulate  the  number  of 
trustees  J  and  other  officers  of  the  corporation,  and  their  powers 
and  duties;  to  regulate  the  qualifications,  choice,  powers  and 
duties  of  the  servants,  teachers,  and  employes  of  such  corpora- 
tions, to  prescribe  the  qualifications  of  persons  desiring  admis- 
sion to  such  corporation,  the  manner  of  admission  of  new 
members,  and  the  discharge  or  expulsion  of  members,  to  pro- 
vide for  the  manner  of  forfeiting  or  selling  of  the  shares  in 
such  corporation  of  any  member  failing  to  pay  any  assessment 

*  502.    A  copy  of  the  certificate  duly  certified  by  the  secretary  of  the  Territory,  itnder 
the  great  seal  of  the  Territory  of  Wyoming,  shall  be  evidence  of  the  existence  of  such 

■    company 

tSee  No.  6,  p.  547. 

X  In  business  corporations  the  trustees  cannot  be  less  than  three  nor  more  than  nine 
in  number. 


Wyoming.  549 

thereon,  and  all  other  by-laws  and  regulations  necessary  in  pro- 
moting the  objects  and  purposes  of  such  corporation,  so  that 
the  same  be  not  inconsistent  with  the  organic  act  and  laws  of 
this  Territory,  or  the  articles  of  association  of  such  corporation. 

10.  Power  to  raise  money. — 570.*  Any  such  corpora- 
tion shall  have  power  to  raise  money  for  the  purposes  of  the 
corporation,  in  such  manner  as  may  be  agreed  upon  by  the 
aiticles  of  association  or  their  by-laws. 

11.  OflRcers  to  receive  no  salary. — 574.  No  officer  of 
any  corporation  formed  under  the  provisions  of  the  first, 
second,  or  third  subdivisions  of  section  one  f  of  this  article,  shall 
receive  any  salary  or  remuneration  from  any  such  corporation 
for  services  as  such  officer,  nor  shall  any  such  officer  enter  into 
any  contract  with  the  corporation  during  the  time  of  his  remain- 
ing in  office. 

12.  Powers  of  trustees  conferred  in  by-laws.— 575. 

The  board  of  trustees  of  any  religious  society  formed  under 
the  provisions  of  the  first  subdivision  of  section  one  f  of  this 
article,  shall  have  and  exercise  such  powers  as  are  or  may  be 
conferred  upon  them  by  the  by-laws  of  such  corporation  accord- 
ing to  the  usage  and  discipline  of  such  society  in  their  temporal 
affairs. 

13.  Power  of  legislature. — 580.  This  chapter  may,  at 
any  time,  be  repealed,  altered  or  amended  by  the  legislature, 
and  corporations  formed  under  the  provisions  hereof  shall  be 
subject  to  such  regulations  and  alterations  as  the  legislature 
may  hereafter  make. 

Chap.  V.     Certain  Church  and  Eleemosynary  Associations. 

14.  Churches  may  incorporate  under  denomina- 
tional authority. — 581.  Churches,  parishes  and  societies  of 
all  religious  bodies,  sects  or  denominations  in  this  Territor)^ 
having  an  Episcopate,  Presbytery,  Synod,  Conference  or  other 
governing  body  with  spiritual  jurisdiction  extending  over  the 
whole  Territory  or  part  thereof,  being  at  least  six  counties, 
may  become  incorporated  for  religious,  missionary,  educational 
or  charitable  purposes  in  the  manner  hereinafter  provided. 

15.  First  meeting  for  such  organization. — 582.     The 

♦Sections  571  to  573  do  not  apply  to  religious  societies, 
t  See  No.  6,  p.  547. 


55°  Religious  Corporations. 

chief  or  presiding  or  executive  officer  of  the  religious  bodies, 
sects  or  denominations  mentioned  in  the  preceding  section  may, 
at  such  place  in  this  Territory  as  he  may  appoint  for  the  pur- 
pose, convene  a  meeting  of  himself  and  so:ne  other  officer  or 
officers,  subordinate  to  himself,  but  having  general  jurisdiction 
throughout  the  Territory,  or  part  of  the  Territory  aforesaid, 
and  one  or  more  priests,  ministers  or  clergymen  of  the  proposed 
church,  parish  or  society,  and  at  least  two  laymen  resident 
within  the  limits  thereof,  of  which  meeting  the  said  chief  or 
presiding  or  executive  officer  shall  be  president  and  one  of  the 
other  persons  present  shall  be  secretary. 

16.  Articles,  contents  and  filing. — 583.  The  said  five 
or  more  persons  being  so  convened  and  organized  as  a  meeting, 
shall  adopt  articles  of  incorporation  which  shall  fix : 

1.  The  name  of  the  church,  parish  or  society  and  the  place 
of  its  location; 

2.  The  object  and  purpose  of  said  church,  parish  or  society; 

3.  The  amount  of  debts  which  it  shall  be  competent  to 
contract,  beyond  which  amount  the  corporation  have  no  power 
to  contract  debts  binding  at  law  or  in  equity  upon  it,  its  mem- 
bers or  its  property ; 

4.  The  manner  in  which  it  may  contract  and  become  bound 
for  the  debts  and  may  convey,  encumber  or  change  its  prop- 
erty; 

5.  The  manner  in  which  the  succession  of  the  members  of 
said  corporation  shall  be  regulated  and  vacancies  in  their  num- 
ber filled ; 

6.  The  time  of  the  commencement  and  termination  of  the 
corporation; 

7.  By  what  officers  its  affairs  shall  be  conducted; 

Which  articles,  being  subscribed  and  acknowledged  by  the 
persons  present  at  said  meeting  and  filed  in  the  office  of  the 
secretary  of  the  Territory,  and  recorded  in  the  office  of  the 
county  clerk  of  the  county  where  such  church,  parish  or  society 
shall  be  located,  whereupon  such  corporation  shall  be  compe- 
tent to  transact  all  business  in  and  by  its  corporate  name. 

17.  Persons    organizing  to    be    first    corporators. — 

584.  The  persons  attending  said  meeting  shall  be  the  corpora- 
tors and  members  of  the  corporation  until  their  places  may  be 
supplied  by  and  under  the  provisions  of  the  articles  of  incorpo- 
ration. 

18.  Denominational     corporations    for    education, 


Wyoming.  551 

charity,  etc.,  how  formed. — 585.  If  any  body  of  Christians 
has  or  shall  have,  according  to  its  order  or  mode  of  govern- 
ment, an  organization,  whether  known  as  synod,  presbytery, 
conference,  episcopate,  or  other  name,  with  ecclesiastical  or 
spiritual  jurisdiction  over  its  members  throughout  this  Terri- 
tory, and  its  authorities  shall  desire  to  engage  in  works  of  edu- 
cation, benevolence,  charity,  and  missions,  which  works  shall 
be  of  like  extensive  operation  and  benefit,  and  not  of  limited 
or  local  service,  and  they  shall  deem  an  incorporation  conve- 
nient for  the  more  successful  operation  of  said  works,  all,  or 
any  of  them,  its  said  authorities,  with  such  persons  as  they  may 
associate  with  them,  may  cause  such  incorporation  to  be  formed 
in  the  manners  and  with  the  powers  hereinbefore  provided  for 
the  incorporation  of  a  church,  congregation  or  society.* 

19.  Churches  may  reincorporate  under  this  chapter. 

— 586.  Any  incorporation  of  a  church,  parish  or  religious 
society  now  existing  in  this  Territory,  under  or  by  virtue  of  any 
law  thereof  now  in  force,  may  be  reincorporated  under  and  by 
virtue  of  the  provisions  of  this  chapter;  Provided^  That  such 
church,  parish  or  religious  society  shall  [act?]  by  a  majority  vote 
of  all  the  members  thereof,  who  shall  attend  at  a  meeting  called 
for  the  purpose  of  taking  action  upon  the  subject  of  reincorpo- 
ration ;  such  meeting  shall  be  called  by  notice  given  by  the 
pastor,  minister  or  clergyman  of  said  church,  parish  or  religious 
society,  at  some  regular  public  service  thereof,  at  least  one 
week  previous  to  such  meeting.  When  any  such  incorporation 
shall  have  been  reincorporated  as  herein  provided  for,  then  in 
that  case,  the  new  corporation  so  formed,  shall  be  held  to  be 
the  legal  successor  of  the  incorporation  so  reincorporating,  and 
as  such  shall  be  held  and  construed  in  law  and  equity,  to  be  the 
owner  and  holder  of  all  the  property,  rights  and  franchises  of 
the  corporation  of  which  it  is  the  successor. 

20.  General  laws  to  apply  to  corporations  under 
this  chapter.f — 587.  Corporations  organized  under  the  pro- 
visions of  this  chapter  shall  be  subject  to  the  laws  of  this  Ter- 
ritory in  respect  of  corporations  which  are  applicable  to  them, 
save  as  herein  expressly  provided. 

21.  By-laws. — 588.  Every  incorporation  under  this 
chapter  shall  be  authorized  to  make  such  by-laws  as  may  be 

*  See  No.  6,  p.  547. 

\  See  notes  to  Nos.  6  and  7,  pp.  547,  548. 


552  Religious  Corporations. 

necessary  to  carry  into  effect  fully  all  the  ptirposes  of  such 
incorporation;  Provided^  The  same  be  not  in  conflict  with  the 
constitution  of  the  United  States,  the  laws  of  congress  or  of 
this  Territory. 

Title  XXXVIII.     Procedure-Civil. 

Division  VII.     Chap.  III.     Partition. 

22.  Partition  of  property  of  religious  denomina- 
tions.— 2981.  When  two  or  more  religious  denominations,  or 
other  societies  or  associations,  have  united  in  a  corporation, 
and  as  such  corporation  acquire  title  to  real  estate  in  this  Terri- 
tory, and  subsequently  agree  to  separate  and  form  two  or  more 
separate  corporations  under  the  laws  of  the  Territory,  either 
corporation,  after  such  separate  organization,  may  file  its  peti- 
tion, under  this  chapter,  for  partition  of  such  property  so 
required  and  held. 

23.  Partition  of  property  of  religious  congregations. 

— 2982.  When  two  or  more  religious  societies  or  congregations 
have,  by  gift  or  purchase,  acquired  land  upon  which  to  erect  a 
house  of  public  worship,  and  other  buildings  for  church  and 
school  purposes,  and  for  a  cemetery,  in  common,  and  either  of 
such  societies  or  congregations  desires  to  abandon  the  joint  use 
of  such  house  of  public  worship,  or  other  erections,  it  may 
commence  an  action  for  the  partition  of  the  use  of  such  com- 
mon property,  except  the  cemetery,  which  may  continue  to  be 
used  in  common. 

24.  Restrictions  upon  partitions  above  authorized. 

— 2983.  If  the  court  find  that  partition,  in  cases  mentioned  in 
the  last  section,  can  be  made  in  such  manner  as  to  occasion  no 
confusion  or  inconvenience  to  either  party  in  the  separate  use 
of  the  common  property,  it  may  order  partition  thereof  to  be 
made;  it  shall  specify  in  the  judgment  for  what  purpose  parti- 
tion of  the  use  is  made  and  how  and  for  what  purpose  the  use 
of  the  premises  allotted  to  each  party  shall  be  occupied ;  and  in 
no  case  shall  the  same  or  any  part  thereof  be  occupied  for  any 
other  purpose  than  the  erection  of  a  house  of  worship  and 
other  erections  connected  therewith. 

25.  Costs   and   expenses  to  be  equitably  taxed. — 

2984.  The  court,  having  regard  to  the  interest  of  the  parties, 
and  the  benefit  each  may  derive  from  a  partition,  and  according 


Wyoming.  553 

to  equity,  shall  tax  the  costs  and  expenses  which  accrue  in  the 
action,  including  reasonable  counsel  fees,  which  shall  be  paid  to 
plaintiff's  counsel,  unless  the  court  award  some  part  thereof  to 
other  counsel  for  service  in  the  case  for  the  common  benefit  of 
all  the  parties ;  and  execution  may  issue  therefor  as  in  other 
cases. 

Chap.  IV.     Real   Actions. 

Subdivision  IV.     To  Sell  Entailed  and  Other  Estates. 

26.  Sale  of  property  held  for  religious  use,  how 
effected. — 30 iS.  When  any  real  estate,  except  burial  grounds 
or  a  cemetery,  has  been  donated,  bequeathed  or  otherwise 
entrusted  to  or  purchased  by  any  person  or  trustee,  for  any 
public  religious  use,  but  not  to  or  for  the  use  of  any  specific  or 
particular  religious  society,  or  denomination,  or  when  the  same 
has  been  donated,  bequeathed,  or  entrusted  to,  or  purchased 
by  a  particular  religious  society  or  denomination,  and  has  been 
abandoned  for  such  use,  the  district  court  of  the  county  in 
which  the  same  is  located,  may,  upon  good  cause  shown,  upon 
the  petition  of  any  citizen  of  the  vicinity,  make  an  order  for 
the  sale  of  such  property,  whether  the  same  has  been  built 
upon  or  otherwise  improved  or  not,  and  may  make  such  order 
as  to  costs,  and  such  disposition  of  the  proceeds  of  the  sale  of 
such  religious  or  other  public  use,  as  shall  be  just,  proper  and 
equitable;  and  the  purchaser  thereof  shall  be  invested  with  as 
full  and  complete  a  title  thereto  as  the  character  of  the  original 
grant  for  such  religious  use  will  allow. 

27.  Who  are  parties  to  proceedings. — 3019.  All 
persons  who  have  a  vested,  contingent  or  reversionary  interest 
in  such  real  estate,  and  the  trustees  or  other  temporal  officers 
of  any  religious  society  then  using  the  same,  shall  be  made 
parties  to  the  petition  and  be  notified  of  the  filing  and  pendency 
thereof,  as  in  a  civil  action. 

Acceptance  of  Constitution. 
[Act  of  Jan.  9,  1891.] 

28.  Acceptance  necessary. — i.  No  corporation  organ- 
ized under  the  laws  of  Wyoming  Territory  or  any  other  juris- 
diction than  the  State  of  Wyoming,  shall  be  permitted  to 
transact  business  in  this  State  until  it  shall  have  accepted  the 
constitution  of  this  State. 

39 


554  Religious  Corporations. 

29.  How  effected. — 2.  Such  acceptance  shall  be  exe- 
cuted and  acknowledged  in  all  respects  m  the  manner  provided 
by  the  laws  of  Wyoming  and  the  by-laws  of  the  corporation  so 
accepting  the  constitution,  for  the  execution  of  deeds. 

30.  Record. — 3.  When  duly  executed,  every  acceptance 
of  the  constitution,  hereby  required,  shall  be  filed  and  recorded 
in  the  office  of  the  secretary  of  state,  of  the  State  of  Wyoming. 

31.  Duty  of  secretary  of  state. — 4-  It  shall  be  the 
duty  of  the  secretary  of  state  upon  the  filing  of  any  acceptance 
of  the  constitution,  to  note  on  the  margin  of  the  record,  of  the 
certificate  of  incorporation  of  the  corporation  filing  such  accep- 
tance, the  fact  that  the  same  is  filed ;  which  notation  shall  also 
refer  to  the  page  and  book  wherein  appears  the  record  of  such 
acceptance. 

32.  Imperfect  acceptances  legalized. — 5.  Every 
acceptance  of  the  constitution  of  this  state  by  any  corporation, 
railroad  or  other  company,  heretofore  executed  and  filed  in  the 
office  of  the  secretary  of  state,  which  is  signed  by  one  or  more 
of  the  principal  officers  of  such  corporation  and  has  the  corpo- 
rate seal  of  such  corporation  affixed  thereto,  is  hereby  legalized, 
and  shall  have  the  same  force  and  effect  in  all  respects,  as  if 
the  same  had  been  executed  and  filed  in  conformity  to  the 
requirements  of  this  act. 

Unincorporated  Societies. 

33.  Sections  595  and  596,  Title  vii.  Chap,  vi,  "  Secret 
Societies,"  were  amended  Jan.  10,  1891,  so  as  to  cover  "Any 
unincorporated  body,  society,  or  organization  within  this  State," 
so  as  to  allow  them  to  hold  property  to  the  extent  of  $10,000, 
and  to  protect  their  rights  therein. 


TAXATION. 


The  following  provisions  contained  in  the  Constitutions 
and  Statutes  of  the  several  States  relating  to  the  taxation  or 
exemption  from  taxation  of  church  property,  are  printed  sepa- 
rately for  convenience. 

ALABAMA. 

The  general  assembly  shall  not  tax  the  property,  real  or 
personal,  of  the  State,  counties,  or  other  municipal  corpora- 
tions, or  cemeteries;  nor  lots  in  incorporated  cities  or  towns, 
or  within  one  mile  or  more  distant  from  such  cities  or  towns, 
to  the  extent  of  five  acres,  with  the  buildings  thereon,  when  the 
same  are  used  exclusively  for  religious  worship,  for  schools,  or 
for  purposes  purely  charitable [Const.,  Art.  IV.] 

The  following  property  ....  shall  be  exempt  from 
taxation : 

All  lots  in  incorporated  cities  or  towns,  or  within  one  mile 
of  any  city  or  town,  to  the  extent  of  one  acre,  and  all  lots  one 
mile  or  more  distant  from  such  cities  or  towns,  to  the  extent  of 
five  acres,  with  the  buildings  thereon,  when  the  same  are  used 
exclusively  for  religious  worship,  for  schools,  or  for  purposes 
purely  charitable.     [Code  of  1887,  par.  451,  §  2.] 

The  libraries  of  ministers  of  the  gospel,  and  all  libraries 
other  than  those  of  a  professional  character,  and  all  religious 
books  kept  for  sale  by  ministers  of  the  gospel  and  colporteurs. 
[/^'^■^^.,§4.] 

ARIZONA. 

All  property  of  every  kind  and  nature  whatsoever,  within 
this  Territory,  shall  be  subject  to  taxation,  except: 

Fourth.  Churches,  chapels,  and  other  buildings  for  relig- 
ious worship,  with  their  furniture  and  equipments,  and  the  lots 
of  ground  and  improvements  appurtenant  thereto  and  iised 
therewith;  provided,  rent  is  not  paid  for  such  grounds  and  so 
long  as  the  said  ground  and  improvements  shall  be  used  for 
such  purposes  only  without  yielding  rent.   [Rev.  Stats.,  §  2630.] 

•  (555) 


55^  Religious  Corporations. 

ARKANSAS. 

....  The  following  property  shall  be  exempt  from  tax- 
ation: ....  churches  used  as  such ;  ....  [Const.  1874,  Art. 
XVI,  §5.] 

All  property  described  in  this  section,  to  the  extent  herein 
limited,  shall  be  exempt  from  taxation: 

First.  All  ....  houses  used  exclusively  for  public  wor- 
ship, and  the  grounds  attached  to  such  buildings  necessary  for 
the  proper  occupancy,  use  and  enjoyment  of  the  same,  and  not 
leased  or  otherwise  used  with  a  view  to  profit.  [Digest,  1894, 
§6414.] 

CALIFORNIA. 

All  property  in  the  State,  not  exempt  under  the  laws  of 
the  United  States,  shall  be  taxed  in  proportion  to  its  value,  to 
be  ascertained  as  provided  by  law.  [Const.,  Art.  XIII,  §  i; 
Codes  and  Stats.,  §.3607.] 

COLORADO. 

Lots  with  the  buildings  thereon,  if  said  buildings  are  used 
solely  and  exclusively  for  religious  worship,  for  schools,  or  for 
strictly  charitable  purposes,  also  cemeteries  not  used  or  held 
for  private  or  corporate  profit,  shall  be  exempt  from  taxation, 
unless  otherwise  provided  by  general  law.    [Const.,  Art.  X,  §  5.] 

The  following  classes  of  property  shall  be  exempt  from 
taxation,  to  wit : 

Fourth.  Lots,  with  the  buildings  thereon,  if  said  buildings 
are  used  solely  and  exclusively  for  religious  worship.  [Ann. 
Stats.,  §3766.] 

All  real  and  personal  property  held  by  any  religious  society, 
exclusively  for  its  purpose,  which  has  complied  with  the  provi- 
sions of  this  chapter,*  shall  be  exempt  from  ordinary  taxation 
to  an  amount  not  over  ten  thousand  dollars.  [Ann.  Stats. ,  §  3767.] 

CONNECTICUT. 

The  following  property  shall  be  exempt  from  taxation: 
....  Buildings  or  portions  of  buildings  exclusively  occupied 
as  colleges,  academies,  churches,  or  public  school  houses,  or 
infirmaries,  parsonages  of  any  ecclesiastical  society,  to  the 
value  of  five  thousand  dollars,  while  used  solely  as  such ;  build- 

*The  provision  contained  in  Rev.  Stat.  1868,  chap.  15,  Churches,  has  never  been 
repealed. 


Taxation.  557 

ings  belonging  to,  and  used  exclusively  for,  scientific,  literary, 
benevolent,  or  ecclesiastical  societies,  not  including  any  real 
estate,  conveyed  by  any  ecclesiastical  society,  or  public  or  char- 
itable institution,  without  reserving  an  annual  income  or  rent, 
or  by  a  conveyance  intended  to  be  a  perpetual  alienation ;  and 
not  including  any  real  estate  of  any  educational,  benevolent, 
or  ecclesiastical  corporation  or  association,  whether  held  in  the 
name  of  such  corporation  or  association,  or  by  any  person  or 
persons  in  trust  for  such  corporation  or  association,  and  which 
is  leased  or  used  for  other  purposes  than  the  specific  purposes 
of  such  corporation  or  association ;  nor  including  lands  granted 
and  given  for  the  maintenance  of  the  ministry  of  the  gospel, 
while  leased ;  all  lands  used  exclusively  for  cemetery  purposes ; 
....  private  libraries  and  books,  not  exceeding  two  hundred 
dollars  in  value ;  .  .  .  .  and  all  musical  instruments  used  exclu- 
sively by  churches  ....  the  stock  or  securities  issued  by  any 
ecclesiastical  society  to  raise  funds  for  the  erection,  alterations, 
or  repairs  of  any  church  edifice,  only  to  the  amount  of  the 
actual  cost  of  such  erection,  alterations,  and  repairs.  [Gen. 
Stats.,  §  3<S2o.] 

Any  church  or  ecclesiastical  society  in  this  State  may  have 
and  hold  exempt  from  taxation  personal  property,  bonds,  mort- 
gages, or  funds  invested  to  an  amount  not  exceeding  in  value 
the  sum  of  ten  thousand  dollars;  Provided,  That  such  personal 
property  shall  be  held  solely  for  the  uses  of  such  society,  and 
the  revenue  derived  therefrom  shall  be  used  exclusively  for  the 
maintenance  of  public  worship  and  the  ordinary  expenses  inci- 
dent thereto,  and  provided,  That  such  society  shall  not  have 
and  hold  property  exceeding  in  value  twenty  thousand  dollars 
in  personal  or  real  estate  which  is  exempt  from  taxation,  other- 
wise than  by  virtue  of  the  provisions  of  this  section.  [Gen. 
Stats.,  §  3823.] 

DELAWARE. 

All  real  and  personal  property,  not  belonging  to  any  .... 
church,  religious  society,  ....  shall  be  liable  to  taxation 
and  assessment  for  public  purposes.  {Provided,  That  legacies 
for  religious,  charitable  and  educational  purposes,  shall  not  be 
subject  to  taxation.]  ....     [Rev.  Stats,  Chap.  XI,  §1.] 

DISTRICT  OF  COLUMBIA. 

All  churches  and  school-houses,  and  all  buildings,  grounds 
and   property   appurtenant   thereto,    and    used   in    connection 


558  Religious  Corporations. 

therewith  in  the  District,  and  any  cemetery  therein,  held  and 
owned  by  a  religious  society,  haviiig  a  regular  and  known  place 
of  worship,  or  by  any  incorporated  association,  shall  be  exempt 
from  any  and  all  taxes  or  assessments,  national  or  municipal. 
[Rev.  Stats,  of  U.  S.,  relating  to  Dist.  of  Col.,  Chap.  V,  §  147. 
Act  of  Feb.  21,  1871.] 

....  So  much  of  an  act  of  Congress  entitled  "An  act 
for  the  government  of  the  District  of  Columbia,  and  for  other 
purposes,"  approved  June  twentieth,  eighteen  hundred  and 
seventy-four,  as  was  construed  to  authorize  the  commissioners 
of  the  District  to  set  aside  former  exemptions  from  taxation  of 
church  property  which  was  actually  held  and  used  for  the  pur- 
pose of  divine  worship,  and  to  enforce  a  tax  upon  such  prop- 
erty, be,  and  is  hereby,  repealed ;  and  the  title  to  such  property 
is  hereby  declared  to  vest  in  the  trustees,  or  such  other  persons 
as  held  the  title  to  the  same  at  the  time  of  the  passage  of  the 
act  of  eighteen  hundred  and  seventy-four,  or  their  successors 
in  interest,  notwithstanding  the  sale  of  such  property  for  non- 
payment of  taxes. 

2.  That  the  commissioners  be  ...  .  authorized  and 
required  to  refund  all  taxes  paid.  [U.  S.  Stats.,  V.  21,  p.  23, 
Act  of  June  21,  1879.] 

FLORIDA. 

The  following  property  shall  be  exempt  from  taxation: 

The  property  of  all  literary,  benevolent,  charitable,  and 
scientific  institutions  within  this  State  which  shall  be  actually 
occupied  and  used  by  them  solely  for  the  purpose  for  which 
they  have  been,  or  may  be,  organized;  but  property  of  such 
institutions  which  is  rented,  and  the  rents,  issues,  and  profits 
only  used  by  such  institutions,  shall  not  be  exempt  from  taxa- 
tion; nor  shall  any  property  held  by  them  as  an  investment  or 
for  speculation,  be  exempt  from  taxation. 

All  houses  of  public  worship,  and  the  lots  on  which  they 
are  situate,  and  the  pews  or  slips,  and  furniture  therein ;  every 
parsonage,  and  all  burying-grounds,  tombs,  and  rights  of  burial ; 
but  any  building,  being  a  house  of  worship,  which  shall  be 
rented  or  hired  for  any  other  purpose  except  for  schools,  shall 
be  taxed  the  same  as  other  property. 

All  public  libraries,  and  the  real  and  personal  property 
belonging  to  and  connected  with  the  same,  consisting  of  the 


Taxation.  559 

library  itself,  and  the  real  and  personal  property  held  for  the 
actual  use  and  occupation  of  such  library  only,  and  not  for 
rent,  profit,  or  speculation.      [Rev.  Stats.,  §332.] 

All  property  held  by  any  religious  society,  the  rents,  issues, 
and  profits  of  which  only  are  used  for  religious  or  educational 
purposes,  or  as  an  accumulating  fund,  or  for  other  uses  than 
religious  worship  or  educational  purposes,  whether  personal  or 
real,  may  be  assessed  to  the  treasurer  of  such  society,  and  shall 
be  assessed  and  taxed  in  the  county  where  the  property  is  situ- 
ated, unless  exempted  by  special  law.     \^Ibid.,  §  334.] 

GEORGIA. 

The  following  described  property  shall  be  exempt  from 
taxation,  to  wit:  .... 

All  ....  places  of  religious  worship,  ....  Provided^ 
The  above  described  property  so  exempted  be  not  used  for  pur- 
poses of  private  or  corporate  profit  or  income [Code, 

§798.] 

IDAHO. 

The  following  property  is  exempt  from  taxation : 
Second.  Churches,  chapels  and  other  buildings,  with  the 
lots  of  ground  appurtenant  thereto  and  used  therewith,  belong- 
ing to  any  church  organization  of  society  and  used  for  religious 
worship,  and  from  which  no  rent  is  derived;  with  their  furni- 
ture and  equipments.     [Rev.  Stats.,  §  1401.] 

ILLINOIS. 

All  property  described  in  this  section,  to  the  extent  herein 
limited,  shall  be  exempt  from  taxation,  that  is  to  say: 

All  church  property  actually  and  exclusively  used  for  pub- 
lic worship,  when  the  land  (to  be  of  reasonable  size  for  the 
location  of  the  church  building)  is  owned  by  the  congregation. 
[Rev.  Stats.,  ch.  120,  §2.] 

INDIANA. 

The  following  property  shall  be  exempt  from  taxation : 
Sixth.  Every  building  used  for  religious  worship,  and  the 
pews  and  furniture  within  the  same,  and  also  the  parsonage 
belonging  thereto  and  occupied  as  such,  and  the  land  whereon 
said  building  or  buildings  are  situate,  not  exceeding  ten  acres 
when  owned  by  a  church  or  religious  society,  or  in  trust  for  its 
use [Stats.  1894,  §8412.] 


560  Religious  Corporatioxs. 

If  all  or  any  part,  parcel  or  portion  of  any  tract  or  lot  of 
land,  or  any  buildings  or  personal  property  enumerated  in  the 
preceding  section  as  exempt  from  taxation,  shall  be  used  or 
occupied  for  any  other  purpose  or  purposes  than  those  recited 
in  said  section,  by  reason  whereof  they  are  exempted  from  tax- 
ation, such  property  ....  shall  be  subject  to  taxation  so  long 
as  the  same  shall  not  be  set  apart  or  used  exclusively  for  some 
one  of  the  purposes  specified  in  said  enumeration.  \Ibid., 
§8413-1 

IOWA. 

The  following  classes  of  property  are  not  to  be  taxed : 
All  ....  grounds  and  buildings  of  ...  .  benevolent 
and  religious  institutions  and  societies,  devoted  solely  to  the 
appropriate  objects  of  these  institutions,  not  exceeding  six 
hundred  and  forty  acres,  and  not  leased  or  otherwise  used 
with  a  view  to  pecuniary  profit;  and  all  property  leased  to 
charitable  institutions  and  benevolent  societies,  and  so  de- 
voted during  the  term  of  such  lease ;  Provided^  That  all  deeds 
by  which  such  property  is  held  shall  be  duly  filed  for  record 
before  the  property  therein  described  shall  be  omitted  from 
assessment. 

Money  and  credits  belonging  exclusively  to  such  institu- 
tions, and  devoted  solely  to  sustaining  them,  but  not  exceed- 
ing in  amount  or  income  the  sum  prescribed  by  their  charters. 
[Code,  §797-] 

KANSAS. 

All  property  used  exclusively  for  ....  religious,  .... 
purposes,  ....  shall  be  exempted  from  taxation.  [Const,, 
Art.  XI,  §  I.] 

The  property  described  in  this  section  to  the  extent  herem 
limited,  shall  be  exempt  from  taxation:  First,  all  buildings 
used  exclusively  as  places  of  public  worship,  as  public  school- 
houses,  or  both,  with  the  furniture  and  books  therein  contained 
and  used  exclusively  for  the  accommodation  of  schools  and 
religious  meetings,  together  with  the  grounds  owned  thereby, 
not  exceeding  in  any  one  case  ten  acres  if  not  leased  or  other- 
wise used  with  a  view  to  profit,  and  also  any  parsonage  or 
dwelling  owned  by  an)'-  church  society  and  occupied  by  its 
pastor  as  a  residence,  together  with  the  ground  on  which  it  is 
situated,  not  exceeding  in  any  one  case  one-half  of  an  acre. 
[Gen.  Stats.,  §6848.] 


Taxation'.  561 

KENTUCKY. 

There  shall  be  exempt  from  taxation  ....  places  actually 
used  'for  religious  worship,  with  the  grounds  attached  thereto 
and  used  and  appurtenant  to  the  house  of  worship,  not  exceed- 
ing one-half  acre  in  cities  or  towns,  and  not  exceeding  two 
acres  in  the  country  ....  all  parsonages  or  residences  owned 
by  any  religious  society,  and  occupied  as  a  home,  and  for  no 
other  purpose,  by  the  minister  of  any  religion,  with  not  exceed- 
ing one-half  acre  of  ground  in  towns  and  cities  and  two  acres 

of  ground  in  the  country  appurtenant  thereto [Const., 

§  170;   Stats.,  §  4026.] 

LOUISIANA. 

The  following  property  shall  be  exempt  from  taxation 
....  All  ....  places  of  religious  worship  ....  Provided^ 
The  property  so  exempted  shall  not  be  used  or  leased  for  pur- 
poses of  private  or  corporate  profit  or  income.     [Const.,  §  207.] 

The  following  property  shall  be  exempt  from  taxation: 
....  Fourth.  Churches,  chapels,  convents  and  other  public 
buildings  for  religious  worship,  with  the  furniture  and  equip- 
ments and  the  lots  of  ground  thereunto  appurtenant  and  used 
therewith,  so  long  as  the  same  shall  be  used  for  that  purpose 
only.     [Rev.  Laws,  §3233.] 

MAINE. 
The  following  property  is  exempt  from  taxation  :  Houses 
of  religious  worship  including  vestries  and  the  pews  and  furni- 
ture within  the  same,  except  for  parochial  purposes,  .... 
and  property  held  by  any  religious  society  as  a  parsonage,  not 
exceeding  six  thousand  dollars  in  value,  and  from  which  no 
rent  is  received ;  but  all  other  property  of  any  religious  society 
is  liable  to  taxation  the  same  as  others'  property.  [Rev.  Stats. , 
Title  i,  chap.  6,  §  6,  sub  §  4.] 

The  real  and  personal  property  of  all  benevolent  and  char- 
itable in.stitutions  mcorporated  by  the  State,  shall  be  exempt 
from  taxation,  except  that  so  much  of  the  real  estate  of  such 
corporations  as  is  not  occupied  by  them  for  their  own  purposes 
shall  be  taxed  in  the  municipality  in  which  it  is  situated. 
{^[bid.,  sub  §2.] 

Personal  property  held  by  religious  societies  shall  be 
assessed  to  the  treasurer  thereof  in  the  town  where  they  usually 
hold  their  meetings.     [Rev.  Stats.,  Title  i,  ch.  6,  §  14,  sub  §  9.] 


562  Religious  Corporations. 

MARYLAND. 

Houses  or  buildings  used  exclusively  for  public  worship,  or 
the  furniture  contained  therein,  the  parsonages  connected  tViere- 
with,  and  the  grounds  appurtenant  to  such  houses  or  buildings 
so  exclusively  used  for  public  worship,  or  as  parsonages  which 
may  be  necessary  for  the  respective  uses  thereof,  are  exempt 
from  taxation.     [Rev.  Code,  Art.  81,  §4.] 

MASSACHUSETTS. 

The  following  property  shall  be  exempted  from  taxation : 
Third.  The  personal  property  of  literary,  benevolent, 
charitable  and  scientific  institutions  incorporated '  within  this 
commonwealth,  and  the  real  estate  belonging  to  such  institu- 
tions, occupied  by  them  or  their  officers  for  the  purposes  for 
which  they  were  incorporated;  but  such  real  estate,  when  pur- 
chased by  a  corporation  with  a  view  to  removal  thereto,  shall 
not,  prior  to  such  removal,  be  exempt  for  a  longer  period  than 
two  years;  and  the  real  and  personal  estate  of  such  corpora- 
tions formed  under  general  laws  shall  not  be  exempt  in  any 
case  where  a  part  of  the  income  and  profits  of  their  business  is 
divided  among  their  members  or  stockholders,  or  where  any 
portion  of  such  real  estate  is  used  or  appropriated  for  other 
than  literary,  educational,  benevolent,  charitable,  scientific,  or 
religious  purposes. 

Seventh.  Houses  of  religious  worship  owned  by  a  relig- 
ious society,  or  held  in  trust  for  religious  organizations,  and  the 
pews  and  furniture  (except  for  parochial  purposes) ;  but  por- 
tions of  such  houses  appropriated  for  purposes  other  than  relig- 
ious worship,  shall  be  taxed  at  the  value  thereof  to  the  owners 
of  the  houses.     [Publ.  Stats.,  chap.  XI,  §5.] 

MICHIGAN. 

The  following  property  shall  be  exempt  from  taxation 
....  9.  All  the  houses  of  public  worship,  with  the  pews  or 
slips  and  furniture  therein ;  also,  the  land  on  which  such  houses 
of  worship  may  stand,  so  far  as  occupied  by  such  houses  of  wor- 
ship, and  for  no  other  purposes  ....  and  also  any  parsonage, 
owned  and  occupied  as  such  by  any  religious  society  incorpo- 
rated under  the  laws  of  this  State.     [Rev.  Stats.,  §  1005.] 

Eighth.  All  property  held  by  any  religious  society  as  a 
ministerial   fund  shall   be   assessed   to   the   treasurer  of   such 


Taxation.  563 

society;  and  if  such  property  consists  of  real  estate,  it  shall  be 
taxed  in  the  township  where  such  property  lies;  if  it  consists 
of  personal  property,  it  shall  be  taxed  in  the  township  where 
sucR  society  usually  holds  its  meetings.     \Ibid.^  §  1008.] 

MINNESOTA. 

.  .^.  .  All  churches,  church  property  used  for  religious 
purposes,  and  houses  of  worship  ....  shall,  by  general  laws, 
be  exempt  from  taxation.     [Const.,  Art.  IX,  §3.] 

All  property  described  in  this  section  to  the  extent  herein 
limited  shall  be  exempt  from  taxation,  that  is  to  say : 

First.  AH  public  school-houses,  academies,  colleges,  uni- 
versities, and  seminaries  of  learning,  with  the  books  and  furni- 
ture therein,  and  the  grounds  attached  to  such  buildings  neces- 
sary for  their  proper  occupancy,  use  and  enjoyment,  and  not 
leased  or  otherwise  used  with  a  view  to  profit;  houses  used 
exclusively  for  public  worship,  and  the  lot  or  parts  of  lots  upon 
which  such  houses  are  erected. 

Second.  All  lands  used  exclusively  for  public  burying 
grounds  or  cemeteries 

Ninth.  All  public,  libraries,  or  libraries  owned  by  corpora- 
tions other  than  those  for  pecuniary  profit,  and  real  and  per- 
sonal property  belonging  to  or  connected  with  the  same. 
[Gen.  Stats.,  1894,  §1512.] 

MISSISSIPPI. 

All  property,  real  or  personal,  belonging  to  any  religious 
or  charitable  society  or  incorporated  institution  for  the  educa- 
tion of  youth,  used  exclusively  for  the  purposes  of  such  society 
or  institution,  and  not  for  profit  is  exempt  from  taxation. 
[Ann.  Code,  1892,  §3744,  d.] 

MISSOURI. 

Lots  in  incorporated  cities  or  towns,  or  within  one  mile  of 
the  limits  of  any  such  city  or  town,  to  the  extent  of  one  acre, 
and  lots  one  mile  or  more  distant  from  such  cities  or  towns,  to 
the  extent  of  five  acres,  with  the  buildings  thereon,  may  be 
exempted  from  taxation,  when  the  same  are  used  exclusively 
for  religious  worship,  ....  Provided,  That  such  exemptions 
shall  be  only  by  general  law.     [Const.,  Art.  X,  §6] 

Lots  in  incorporated  cities  or  towns,  or  within  one  mile  of 


5^4  Religious  Corporations. 

the  limits  of  any  such  city  or  town,  to  the  extent  of  one  acre, 
and  lots  one  mile  or  more  distant  from  such  cities  or  towns  to 
the  extent  of  five  acres,  with  the  buildings  thereon  when  the 
same  are  used  exclusively  for  religious  worship,  schools,  or  for 
purposes  purely  charitable,  shall  be  exempted  from  taxation 
for  State,  county,  and  local  purposes.     [Rev.  Stats.,  §7504.] 

MONTANA. 

....  Places  for  actual  religious  worship  ....  may  be 
exempt  from  taxation.     [Const,  Art.  XII,  §  2.] 

....  Places  of  actual  religious  worship  ....  are  ex- 
empt from  taxation,  but  no  more  land  than  is  necessary  for 
such  purpose  is  exempt.     [Codes  and  Stats.,  §  3671.] 

NEBRASKA. 

Such  property  as  may  be  used  exclusively  for  ....  relig- 
ious ....  purposes,  may  be  exempted  from  taxation,  but  such 
exemptions  shall  be  only  by  general  law.    [Const.,  Art.  IX,  §  2.] 

The  following  property  shall  be  exempt  from  taxation  in 
this  State: 

Second.  Such  ....  property  as  may  be  used  exclusively 
for  school  ....  religious,  ....  and  charitable  purposes; 
Provided^  That  in  the  assessment  of  real  estate,  encumbered 
by  public  easement,  any  depreciation  occasioned  by  such  ease- 
ment shall  be  deducted  in  the  valuation  of  such  property. 
[Comp.  Stats.,  ch.  77,  Art.  I,  §  2 ;  Const.,  Art.  X,  §2.] 

NEVADA. 

The  legislature  shall  provide  by  law  for  a  uniform  and 
equal  rate  of  assessment  and  taxation,  and  shall  prescribe  such 
regulations  as  shall  secure  a  just  valuation  for  taxation  of  all 
property,  real,  personal  and  possessory,  ....  excepting  such 
property  as  may  be  exempted  by  law  for  ....  religious,  or 
charitable  purposes.      [Const,  Art.  X,  §  168.] 

The  following  property  shall  be  exempt  from  taxation : 
Third.  Churches,  chapels  and  other  buildings  used  for 
religious  worship,  with  their  furniture  and  equipments  and  the 
lots  of  ground  on  which  they  stand,  used  therewith  and  neces- 
sary thereto;  Provided,  That  the  amount  exempted  shall  in  no 
case  exceed  the  sum  of  five  thousand  dollars  for  any  one  church, 


Taxation.  565 

chapel  or  other  building  used  exclusively  for  religious  worship, 
and  provided  furtJicr,  That  when  any  such  property  is  used  for 
any  other  than  church  purposes,  and  a  rent  or  other  valuable 
consideration  is  received  for  its  use,  the  same  shall  be  taxed. 
[Gen.  Stats.,  §  1080.] 

NEW  HAMPSHIRE. 

Real  estate,  whether  improved  or  unimproved,  and  whether 
owned  by  residents  or  others,  is  liable  to  be  taxed,  except 
houses  of  public  worship,  twenty-five  hundred  dollars  of  the 
value  of  parsonages  owned  by  religious  societies,  and  occupied 
by  their  pastors.     [Pub.  Stats.,  1891,  chap.  55,  §2.] 

Stock  in  corporations  shall  not  be  taxed,  if  the  nature  and 
purposes  of  the  corporation  are  such  that  no  dividend  of  its 
profits  is  to  be  made.     \Ibid.,  chap.  55,  §9.] 

NEW  JERSEY. 

The  following  property  shall  be  exempt  from  taxation, 
viz.  : 

All  ....  buildingserected  and  used  for  religious  worship 
and  the  land  whereon  the  same  are  situate,  necessary  to  the  fair 
use  and  enjoyment  thereof,  not  exceeding  five  acres  for  each 
one,  the  furniture  thereof  and  the  personal  property  used  therein, 
the  endowment  or  fund  of  any  religious  society  .  .  .  .  ,  Pro- 
vided, That  no  building  so  used  which  may  be  rented  for  such 
purposes  and  rent  received  by  the  owner  therefor  shall  be  ex- 
empted ....  pews  in  churches [Act,  April  11,  1866.] 

That  the  dwelling  house  owned  by  any  religious  corpora- 
tion, and  the  land  upon  which  the  same  stands,  while  and  dur- 
ing only  the  time  actually  used  by  the  officiating  clergyman  of 
such  religious  corporation,  shall  be  exempt  from  taxation  to  an 
amount  not  exceeding  five  thousand  dollars,  but  not  more  than 
one  dwelling  actually  used  by  any  one  religious  corporation 
shall  be  so  exempt.     [Act,  March  11,  1893.] 

n.  The  following  property  is  exempt  from  taxation :  All 
colleges,  academies  or  seminaries  of  learning,  public  libraries, 
school-houses,  buildings  erected  and  used  for  religious  worship, 
buildings  used  as  asylums  or  schools  for  the  care,  cure,  nurture, 
maintenance  and  education  of  feeble-minded  or  idiotic  persons 
and  children,  provided  such  institutions  are  duly  incorporated 
under  the  laws  of  this  State,  and  the  land  whereon  the  same 


5^6  Religious  Corporations. 

are  situate  necessary  to  the  fair  use  and  enjoyment  thereof,  not 
exceeding  five  acres  for  each  one ;  the  furniture  thereof  and 
the  personal  property  used  therein,  the  endowment  or  fund  of 
any  religious  society,  college,  academy,  seminary  of  learning 
or  public  library,  or  institution  for  feeble-minded  persons  as 
aforesaid;  Provided^  That  no  building  so  used,  which  may  be 
rented  for  such  purposes  and  rent  received  by  owner  therefor, 
shall  be  exempted;  pews  in  churches,  grave-yards  not  exceed- 
ing ten  acres  of  ground,  cemeteries,  and  all  buildings  used 
exclusively  for  charitable  purposes,  with  the  land  whereon  the 
same  are  erected,  and  which  may  be  necessary  for  the  fair 
enjoyment  thereof,  and  the  furniture  and  personal  property 
used  therein,   ....     [Act,  May  i6,  1894.] 

NEW  MEXICO. 

The  following  ....   shall  be  exempt  from  taxation : 
....   The  grounds,   buildings,  books  ....   of  religious 
institutions  and  societies  devoted  exclusively  to  the  appropriate 
objects  of  these  institutions,  and  not  leased  or  otherwise  used 

with  a  view  to  pecuniary  profit [Comp.  Laws,  1885, 

§2808.] 

NEW   YORK. 

The  following  property  shall  be  exempt  from  taxation : 

Sec.  3.  Every  building  erected  for  the  use  of  a  college, 
incorporated  academy,  or  other  seminary  of  learning,  and  in 
actual  use  for  either  of  such  purposes,  every  building  for  public 
worship,  every  school-house,  court-house  and  jail,  used  for 
either  of  such  purposes,  and  the  several  lots  whereon  such 
buildings  so  used  are  situated,  and  the  furniture  belonging  to 
each  of  them. 

Sec.  8.  The  personal  property  of  every  minister  of  the 
gospel,  or  priest  of  any  denomination,  or  of  every  such  minister 
or  priest  who  is  permanently  disabled  by  impaired  health  from 
performing  the  active  duties  of  the  ministry,  and  every  such 
minister  or  priest,  who  has  reached  the  age  of  seventy-five 
years;  and  the  real  estate  of  such  minister  or  priest,  or  such 
disabled  or  aged  minister  or  priest,  when  occupied  by  him ; 
Provided^  Such  real  and  personal  estate  do  not  exceed  the  value 
of  one  thousand  five  hundred  dollars. 

Sec.  II.  A  dwelling  house  owned  by  any  religious  corpo- 
ration and  the  land  upon  which  the  same  stands,  while  and 


Taxation.  567 

during-  only  the  time  actually  used  by  the  officiating  clergyman 
of  such  religious  corporation  shall  be  exempt  to  an  amount  not 
exceeding  two  thousand  dollars,  but  not  more  than  one  dwelling 
actually  used  by  any  one  religious  corporation  shall  be  so 
exempt.  [Rev.  Stats.,  Part  i,  chap.  13,  Title  i,  §  4,  as  amended 
by  laws  of  1883,  chap.  397,  and  L.  1884,  chap.  537,  and  L.  1892, 
chap.  565.] 

The  real  property  of  a  corporation  or  association,  organized 
exclusively  for  the  moral  and  mental  improvement  of  men  and 
women,  or  for  religious,  charitable,  missionary,  hospital,  edu- 
cational, patriotic,  historical,  or  cemetery  purposes,  or  for 
two  or  more  of  such  purposes,  and  used  exclusively  for  carry- 
ing out  thereupon  one  or  more  of  such  purposes,  shall  be 
exempt  from  taxation.  But  no  such  corporation  or  association 
shall  be  entitled  to  any  such  exemption,  if  any  officer,  mem- 
ber or  employee  thereof  shall  receive  or  may  be  lawfully 
entitled  to  receive  any  pecuniary  profit  from  the  operations 
thereof,  except  reasonable  compensation  for  services  in  effect- 
ing one  or  more  of  such  purposes,  or  as  proper  beneficiaries 
of  its  strictly  charitable  purposes;  or  if  the  organization 
thereof,  for  any  of  such  avowed  purposes,  be  a  guise  or  pre- 
tense for  directly  or  indir-ectly  making  any  other  pecuniary 
profit  for  such  corporation  or  association,  or  for  any  of  its  mem- 
bers or  employees,  or  if  it  be  not  in  good  faith  organized  or 
conducted  exclusively  for  one  or  more  of  such  purposes.  The 
real  property  of  any  such  corporation  or  association  entitled  to 
such  exemption,  held  by  it  exclusively  for  one  or  more  of  such 
purposes,  and  from  which  no  rents,  profits  or  income  are 
derived,  shallbe  so  exempt,  though  not  in  actual  use  therefor, 
by  reason  of  the  absence  of  suitable  buildings  or  improvements 
thereon,  if  the  construction  of  such  buildings  or  improvements 
is  in  progress,  or  is  in  good  faith  contemplated  by  such  corpo- 
ration or  association.  The  real  property  of  any  such  corpora- 
tion not  so  used  exclusively  for  carrying  out  thereupon  one  or 
more  of  such  purposes,  but  leased  or  otherwise  used  for  other 
purposes  shall  not  be  so  exempt;  but  if  a  portion  only  of  any 
lot  or  building  of  any  such  corporation  or  association  is  used 
exclusively  for  carrying  out  thereupon  one  or  more  of  such 
purposes  of  any  such  corporation  or  association,  then  such  lot 
or  building  shall  be  so  exempt  only  to  the  extent  of  the  value 
of  the  portion  so  used,  and  the  remaining  portion  of  such  lot 
or  building  to  the  extent  of  the  value  of  such  remaining  por- 


568  Religious  Corporations. 

tion  shall  be  subject  to  taxation.  Property  held  by  an  officer 
of  a  religious  denomination,  shall  be  entitled  to  the  same 
exemption,  subject  to  the  same  conditions  and  exceptions  as 
property  held  by  a  religious  corporation.     [L.  1893,  ch.  498.] 

NORTH  CAROLINA. 

The  General  Assembly  may  exempt  ....  property  held 
for  ....   religious  purposes;  ....     [Const.,  Art.  V,  §5.] 

See  also  under  North  Carolina,  Code,  No.  22,  in  this 
volume. 

NORTH  DAKOTA. 

....  The  legislative  assembly  shall  b}^  a  general  law 
exempt  from  taxation  property  used  exclusively  for  .... 
religious  ....  purposes [Const.,  Art.  XI,  §176.] 

The  following  ....  property  shall  be  exempt  from  taxa- 
tion .   .    .   .    : 

5.  The  grounds  and  buildings  of  ....  religious  institu- 
tions ....  devoted  solely  to  the  appropriate  objects  of  these 
institutions,  not  exceeding  ten  acres  in  extent,  and  not  leased 
or  otherwise  used  with  a  view  to  pecuniary  profit.  [Rev. 
Code,  1895,  §1177-] 

OHIO. 

....  Houses  used  exclusively  for  public  worship  .... 
may,  by  general  laws,  be  exempted  from  taxation;  but  all  such 
laws  shall  be  subjected  to  alterations  and  repeal;  and  the  value 
of  all  property  so  exempted,  shall,  from  time  to  time,  be  ascer- 
tained and  published,  as  may  be  directed  by  law.  [Const., 
Art.  XII,  §2.] 

The  following  property  shall  be  exempt  from  taxation : 
First.  All  public  school-houses,  and  houses  used  exclu- 
sively for  public  worship,  the  books  and  furniture  therein,  and 
the  grounds  attached  to  such  buildings  necessary  for  the  proper 
occupancy,  use  and  enjoyment  of  the  same,  and  not  leased  or 
otherwise  used  with  a  view  to  profit:  .... 

Sixth.  All  buildings  belonging  to  institutions  of  purely 
public  charity,  together  with  the  land  actually  occupied  by 
such  institutions,  not  leased  or  otherwise  used  with  a  view  to 
profit  and  all  moneys  and  credits  appropriated  solely  to  sustain- 
ing and  belonging  exclusively  to  -such  institutions.  [Rev. 
Stats.,  §2732.]* 

♦special  provision  for  "  Indiana  Yearly  Meeting  of  Friends  '"  in  ? 2732-1. 


Taxation.  569 

All  lands  held  under  lease  for  any  term  exceeding  fourteen 
years,  and  not  subject  to  revaluation,  belonging  to  ...  .  any 
religious  ....  or  benevolent  society  or  institution,  whether 
incorporated  or  unincorporated,  ....  and  school  and  minis- 
terial lands,  shall  be  considered  for  all  purposes  of  taxation  as 
the  property  of  the  person  or  persons  holding  the  same,  and 
shall  be  assessed  in  their  name,     yihid.,  §  2733.] 

OKLAHOMA. 

The  following  classes  of  property  shall  be  exempt  from 
taxation,  and  may  be  omitted  from  the  list  herein  required  to 
be  given 

Third.  Public  grounds,  by  whomsoever  devoted  to  the 
public  use,  and  including  all  places  set  apart  for  the  burial  of 
the  dead,  except  such  as  are  held  by  any  person,  company,  or 
corporation  with  a  view  to  profit  or  for  the  purpose  of  specula- 
tion in  the  sale  thereof 

Fifth.  The  grounds  and  buildings  of  library,  scientific, 
educational,  benevolent,  and  religious  institutions,  colleges,  or 
societies  devoted  solely  to  the  appropriate  objects  of  these  insti- 
tutions, not  exceeding  ten  acres  in  extent,  and  not  leased  or 
otherwise  used  with  a  view  to  pecuniary  profit. 

Sixth.  The  books,  papers,  furniture,  scientific  or  other 
apparatus  pertaining  to  the  above  institutions  and  used  solely 
for  the  purpose  above  contemplated,  and  the  like  property  of 
students  in  any  such  institutions  used  for  the  purpose  of  their 
education.     [Stats.  ,§  5578.] 

OREGON. 

The  legislative  assembly  shall  provide  by  law  ....  for 
taxation  of  all  property,  both  real  and  personal,  excepting  such 
only  for  ....  religious  ....  purposes,  as  may  be  specially 
exempted  by  law.     [Const.,  Art.  IX,  §1.] 

The  following  property  shall  be  exempt  from  taxation: 
4.  All  houses  of  public  worship,  and  the  lots  on  which 
they  are  situated,  and  the  pews  or  slips,  and  the  furniture 
therein,  and  all  burial  grounds,  tombs  and  rights  of  burial,  but 
any  part  of  any  building,  being  a  house  of  public  worship 
which  shall  be  kept  or  used  as  a  store  or  shop,  or  for  any  other 
purpose,  except  for  public  worship  or  for  schools,  shall  be  taxed 
upon  the  cash  valuation  thereof  the  same  as  personal  property, 
to  the  owner  or  occupant,  or  to  either;  and  the  taxes  shall  be 
40 


57°  Religious  Corporation?. 

collected  thereon  in  the  same  manner  as  taxes  on   personal 
property.     [Ann.  Laws,  ch.  17,  §2732.] 

PENNSYLVANIA. 

....  The  General  Assembly  may,  by  general  laws,  ex- 
empt from  taxation  ....  actual  places  of  religious  worship 
....     [Const.,  Art.  IX-L] 

All  churches,  meeting-houses,  or  other  regular  places  of 
stated  worship,  with  the  grounds  thereto  annexed  necessary  for 
the  occupancy  and  enjoyment  of  the  same,  be  and  the  same 
are  hereby  exempted  from  all  and  every  county,  city,  borough, 
bounty,  road,  school  and  poor  tax.*  Provided,  That  all  prop- 
erty, real  and  personal,  other  than  that  which  is  in  actual  use 
and  occupation  for  the  purposes  aforesaid,  and  from  which  any 
income  or  revenue  is  derived,  shall  be  subject  to  taxation,  except 
where  exempted  by  law  for  State  purposes,  and  nothing  herein 
contained  shall  exempt  (the)  same  therefrom.  [Act,  May  14, 
1874,  §  I,  P.  L-,  158.] 

....  Also  exempting  from  taxation  all  parsonages  owned 
by  any  church  or  religious  society,  with  the  lands  attached 
thereto,  not  exceeding  five  acres;  also  excepting  and  exempting 
from  such  taxation  all  burial  lots  exempted  by  the  provisions  of 
the  act  of  April  5,  1859,  entitled,  "An  act  relative  to  incorpo- 
rated cemetery' companies,"  and  the  lands  and  premises  of  all 
cemetery  companies  where  such  property  is  held  in  trust  for  the 
sole  purpose  of  improving  said  lands  and  premises,  and  whose 
revenues  of  whatever  kind  are  devoted  to  that  object,  and  in 
no  way  inure  to  the  benefit  or  profit  of  the  corporators  or  any 
of  them,  ....  and  Provided  furtJier,  That  no  burial  lots  sold 
to  individuals  for  burial  of  the  dead  shall  be  liable  to  levy  and 
sale  for  any  taxes  whatsoever.     [1873,  Apl.  8,   P.  L.  64,  §  i.] 

RHODE  ISLAND. 

The  following  property  ....  shall  be  exempt  from  taxa- 
tion: ....  buildings  for  religious  worship  and  the  land 
upon  which  they  stand  and  immediately  surrounding  the  same, 
to  an  extent  not  exceeding  one  acre,  so  far  as  said  buildings 
and  land  are  occupied  and  used  exclusively  for  religious  or  edu- 
cational purposes  ....  but  no  property  or  estate  whatever 
shall  hereafter  be  exempt  from  taxation,   in  any  case,   where 

*  This  includes  assessments  for  curbing,  etc. 


Taxation.  571 

any  part  of  the  income  or  profits  thereof,  or  of  the  business 
carried  on  thereon,  is  divided  among  its  owners  or  stock- 
holders.    [Gen.  Laws,  1896,  Title  VIII,  Chap.  XLIV,  §2.] 

SOUTH  CAROLINA. 

There  shall  be  exempted  from  taxation  ....  all  churches, 
parsonages  and  burying  grounds  ....  Provided^  That  as  to 
real  estate  this  exemption  shall  not  extend  beyond  the  buildings 
and  premises  actually  occupied  by  such  ....  churches,  par- 
sonages and  burial  grounds,  although  connected  with  charitable 
objects.     [Const.,  Art.  X,  §4.] 

The  following  property  shall  be  exempt  from  taxation: 

2.  All  houses  used  exclusively  for  public  worship,  the 
books  and  furniture  therein  and  the  ground  actually  occupied 
by  them  not  exceeding  in  any  case  two  acres,  and  the  parson- 
age and  lot  on  which  it  is  situate  so  long  as  no  income  is  derived 
therefrom.     [Rev.  Stats.,  1893,  §222.], 

SOUTH  DAKOTA. 

6.  The  legislature  shall,  by  general  law,  exempt  from  tax- 
ation, property  used  exclusively  for  ....  religious  .... 
purposes [Const.,  Art.  XI,  §6.] 

All  property  described  in  this  section  to  the  extent  herein 
limited  shall  be  exempt  from  taxation,  that  is  to  say  :  .   .   .   . 

3.  All  property  belonging  to  any  charitable,  benevolent  or 
religious  society,  or  used  exclusively  for  charitable,  benevolent 
or  religious  purposes.     [Act,  March  9,  1891,  §5.] 

TENNESSEE. 

All  property  ....  shall  be  taxed  but  th<^  legislature  may 
exempt  such  ....  as  may  be  held  and  used  for  purposes 
purely  religious.     [Const.,  Art.  II,  §  28.] 

The  following  property  herein  enumerated  shall  be  exempt 
from  taxation,  and  none  other 

2.  All  property  belonging  to  any  religious,  charitable 
or  educational  institution  and  actually  used  for  the  purposes 
for  which  said  institution  was  created.     [Code,  §  601.] 


572  Religious  Corporations. 

TEXAS. 

The  legislature  may,  by  general  laws,  exempt  from  taxa- 
tion ....  actual  places  of  religious  worship [Const. , 

Art.  VIII,  §2.] 

The  following  property  shall  be  exempt  from  taxation,  to 

wit,  I Houses  used  exclusively  for  public  worship,  the 

books  and  furniture  therein  and  the  grounds  attached  to  such 
buildings  necessary  for  the  proper  occupancy,  use  and  enjoy- 
ment of  the  same,  and  not  leased  or  otherwise  used  with  a  view 
to  profit.     [Rev.  Stats.,  Title  95,  §4673.] 

UTAH. 

Houses  and  other  buildings  and  land  occupied  for  public 
worship,  owned  by  any  religious  denomination,  so  long  as  the 
same  is  used  for  public  worship  and  no  income  is  derived  there- 
from ;  but  this  subdivision  does  not  include  the  residence  of  the 
minister,  parson,  or  other  person  attendant  upon  such  denomi- 
nation.    [Comp.  Laws,  §2009,4.] 

VERMONT. 

The  following  property  shall  be  exempt  from  taxation: 
Real  and  personal  estate,  granted,  sequestered,  or  used  for 
public,  pious,  or  charitable  uses:  and  lands  leased  for  the  sup- 
port of  the  gospel,  but  private  buildings  on  such  lands  shall  be 
set  in  the  list  to  the  owners  thereof,  and  shall  not  be  exempt. 
[Rev.  Stats.,  §270.] 

VIRGINIA. 

The  legislature  may  exempt  all  property  used  exclusively 
for  ....  religious  purposes.     [Const.,  Art.  X,  §3.] 

All  real  estate  and  buildings  thereon  owned  by  any  relig- 
ious denomination  and  used  as  a  church,  or  for  divine  worship, 
or  as  a  church  parsonage;  ....  real  estate  owned  by  ...  . 
church  ....  and  other  like  benevolent  associations,  where 
the  proceeds  arising  from  said  property  are  devoted  exclusively 
to  charitable  or  educational  purposes ;  .  .  .  .  shall  be  exempt 
from  taxation:  Provided^  hoivcver,  That  nothing  herein  con- 
tained shall  be  construed  to  exempt  from  taxation  any  part  of 
a  lot  or  building  used  for  any  private  purposes,  or  for  profit; 
but  where  a  part  of  the  property  or  its  proceeds  is  used  for 
charitable  or  school  purposes,  then,  to  that  extent,  the  same 
shall  be  exempt  from  taxation.     [Code,  §  457.] 


Taxation.  573 

WASHINGTON. 

....  Such  ....  property  as  the  legislature  may,  by 
general  laws,  provide,  shall  be  exempt  from  taxation.  [Const., 
Art.  VIL  §2.] 

All  property  described  in  this  section  to  the  extent  herein 
limited,  shall  be  exempt  from  taxation ;  that  is  to  say :  .  .  .  . 
Second.  All  lands  used  exclusively  for  public  burying  grounds 
or  cemeteries,  all  churches  built  and  supported  by  donations, 
whose  seats  are  free  to  all,  and  the  grounds  whereon  such 
churches  are  built,  not  exceeding  one  hundred  and  twenty  feet 
by  two  hundred  feet  in  quantity :  Provided^  such  grounds  are 
used  wholly  for  church  purposes.     [Act,  March  5,  1893,  §5.] 

WEST  VIRGINIA. 

.  .  Property  used  for  ....  religious  ....  purposes 
....  may,  by  law,  be  exempted  from  taxation.  [Const., 
Art.  X,  §1.] 

All  property,  real  or  personal,  described  in  this  section, 
and  to  the  extent  herein  limited,  shall  be  exempt  from  taxation, 
that  is  to  say:  ....  property  used  exclusively  for  divine  wor- 
ship, parsonages,  and  the  household  goods  and  furniture  per- 
taining thereto.     [Code,  chap.  29,  §43.] 

WISCONSIN. 

....  Taxes  shall  be  levied  upon  such  property  as  the 
legislature  shall  prescribe.     [Const.,  Art.  VIII,  §1.] 

The  property  in  this  section  described  is  exempt  from  tax- 
ation, to  wit:  Personal  property  owned  by  any  religious  ....  or 
benevolent  association,  used  exclusively  for  the  purposes  of  such 
association,  and  the  real  property,  if  not  leased  or  not  other- 
wise used  for  pecuniary  profit  necessary  for  the  location  and 
convenience  of  the  buildings  of  such  association  and  embracing 
the  same,  not  exceeding  ten  acres;  ....  and  parsonages 
whether  of  local  churches  or  districts,  and  whether  occupied  by 
the  pastor  permanently  or  rented  for  his  benefit.  The  occa- 
sional leasing  of  such  buildings  for  schools,  public  lectures  or 
concerts  or  the  leasing  of  such  parsonages,  shall  not  render 
them  liable  to  taxation.     [Ann.  Stats.,  §  1038.] 


574  Religious  Corporations. 

WYOMING. 

....  Lots  with  the  buildings  thereon  used  exclusively 
for  religious  worship,  church  parsonages  ....  shall  be 
exempt  from  taxation.     [Const.,  Art.  XV,  §  12.] 

The  following  described  property  is  hereby  exempt  from 

taxation:  ....     Third The  grounds  and  buildings 

of  benevolent,  agricultural,  and  religious  societies  or  institu- 
tions devoted  solely  to  the  appropriate  objects  of  these  institu- 
tions, or  the  revenue,  if  any,  therefrom  which  is  devoted  solely 
to  the  appropriate  objects  of  these  institutions,  the  same  not 
exceeding  three  acres  in  extent,  and  not  leased  or  otherwise 
used  with  a  view  to  the  pecuniary  profit  of  any  individual 
member  of  such  society  or  institution,  and  when,  by  the  laws 
of  such  society  or  institution,  their  funds  or  property  of  what- 
ever nature,  cannot  be  divided  among  the  members  thereof,  in 
case  of  the  dissolution  of  such  society  or  institution. 

Fourth.  The  books,  papers,  furniture  and  apparatus  belong- 
ing to  the  above  institutions,  and  used  solely  for  the  purposes 
above  contemplated  ....  Moneys  and  credits  belonging 
exclusively  to  said  institutions,  and  devoted  solely  to  sustaining 
them,  but  not  exceeding  in  amotmt  or  income  the  sum  pre- 
scribed by  their  charter.     [Rev.  Stats.,  §3771.] 


DISTURBANCE  OF  PUBLIC  WORSHIP. 


All  the  States  make  provision  for  the  punishment  of  per- 
sons disturbing  in  any  way  assemblies  gathered  for  public  wor- 
ship. Offenders,  as  a  rule,  are  to  be  arrested  by  any  officer  of 
the  peace,  at  the  call  of  church  officers.  In  certain  States, 
other  persons  also  are  vested  with  power  to  arrest ;  for  instance, 
in  Indiana,  "  sextons  of  churches;"  in  Maine,  "any  tithing- 
man;"  in  Michigan,  all  "  presiding  elders,  ministers  of  the 
gospel,  deacons,  stewards,  and  official  members  of  any  church 
or  religious  society,  who  may  be  present;"  and  in  New  Hamp- 
shire, "any  person  present."  In  some  States,  e.g.,  Kansas 
and  Nebraska,  any  person  may  turn  offenders  out  of  the  church 
edifice.  The  penalties  to  be  inflicted  upon  conviction  vary 
from  simple  fine  to  imprisonment. 


NEW  YORK. 


THE    RELIGIOUS   CORPORATIONS    L,^W.* 

[Chap.  XLII.     Of  the  General   Laws.] 

[Amendment,    passed,   April,    1896,  directly  affecting  Presby- 
terian Churches.     Chap.  190,  Laws  of  1896.] 

Article  IV.  Special  Provisions  for  the  Incorporation 
AND  Government  of  Reformed  Dutch,  Presbyterian, 
Reformed  Presbyterian  and  Lutheran  Churches. 

113.  Word  Presbyterian  inserted    in  title.  —  i .  The 

title  of  article  four  of  chapter  seven  hundred  and  twenty-three 
of  the  laws  of  eighteen  hundred  and  ninety-five  entitled  "  An 
act  in  relation  to  religious  corporations,  constituting  chapter 
forty-two  of  the  general  laws,"  is  hereby  amended  to  read  as 
follows :  Special  provisions  for  the  incorporation  and  govern- 
ment of  Reformed  Dutch,  Presbyterian,  Reformed  Presbyterian 
and  Lutheran  churches. 

114.  Decision  by  Lutheran  and  Presbyterian 
churches  as  to  system  of  incorporation  and  govern- 
ment.— 2.  Section  sixty-one  of  such  law  is  hereby  amended  to 
read  as  follows : 

61.  A  meeting  for  the  purpose  of  incorporating  an  unin- 
corporated Evangelical  Lutheran  church,  or  an  unincorporated 
Presbyterian  church  in  connection  with  the  Presbyterian 
church  in  the  United  States  of  America,  must  be  called  and 
held  in  pursuance  of  the  provisions  of  the  next  article  of  this 
chapter,  except  that  the  first  business  of  such  meeting  after  its 
organization,  shall  be  to  determine  whether  such  church  shall 
be  incorporated  and  governed  in  pursuance  of  this  article,  or  in 
pursuance  of  the  next  article  of  this  chapter.  If  such  meeting 
determines  that  such  church  shall  be  incorporated  and  governed 
in  pursuance  of  this  article,  then  no  further  proceeding  shall  be 
taken  in  pursuance  of  the  next  article,  and  such  church  may  be 

*  See  p.  372. 

41  (575) 


576  Religious  Corporations. 

incorporated  and  shall  be  governed  after  its  incorporation  in 
pursuance  of  the  provisions  of  the  following  sections  of  this 
article,  except  such  provisions  as  are  applicable  only  to  churches 
of  a  different  denomination ;  and  the  certificate  of  incorporation 
shall  recite  such  determination  of  such  meeting.  If  such 
church  is  an  unincorporated  Presbyterian  church  in  connection 
with  the  Presbyterian  church  in  the  United  States  of  America, 
and  such  meeting  determine  that  it  shall  be  incorporated  and  1 
governed  in  pursuance  of  this  article,  then  the  meeting  shall 
"also  determine  whether  by  virtue  of  their  office,  the  deacons 
only  of  such  church,  or  the  pastor,  elders  and  deacons  of  such 
church,  or  the  pastor  and  elders  of  such  church,  shall  be  the 
trustees  of  such  corporation ;  and  the  certificate  of  the  incor- 
poration shall  recite  such  determination  of  such  meeting.  If 
such  meeting  determine  that  such  church  shall  be  incorporated 
and  governed  in  pursuance  of  the  next  article  of  this  chapter, 
then  this  article  shall  not  be  applicable  thereto,  but  such  church 
may  be  incorporated  and  shall  be  governed  after  its  incorpora- 
tion in  pursuance  of  the  provisions  of  the  next  article  of  this 
chapter,  except  such  provisions  as  are  applicable  to  churches  of 
a  single  religious  denomination  only. 

115.  Incorporation  of  Reformed  Dutch,  Presbyterian, 
Reformed  Presbyterian  and  Evangelical  Lutheran 
churches  under  this  article. — 3.  Section  sixty-two  of  such 
law  is  hereby  amended  to  read  as  follows : 

62.  If  an  unincorporated  church  in  connection  with  the 
Reformed  church  in  America,  the  true  Reformed  Dutch  church 
in  the  United  States  of  America,  the  Reformed  Presbyterian 
church,  or  with  the  Evangelical  Lutheran  church,  determine  to 
incorporate  in  pursuance  of  this  article,  the  minister  or  minis- 
ters and  the  elders  and  deacons  thereof,  or  if  a  Presbyterian 
church  in  connection  with  the  Presbyterian  church  in  the 
United  States  of  America,  the  officers  determined  upon  as  the 
trustees  thereof  by  the  meeting  for  incorporation  or  such  of 
them  as  may  be  in  office,  shall  execute,  acknowledge  and  cause 
to  be  filed  and  recorded,  a  certificate  in  pursuance  of  this 
article.  The  deacons  of  a  Reformed  Presbyterian  church  may 
alone  sign  such  certificate  if  authorized  so  to  do  by  such  church. 
Such  certificate  of  incorporation  shall  state  the  name  of  the 
proposed  corporation,  the  county  and  town,  city  or  village 
where  its  principal  place  of  worship  is  or  is  intended  to  be 
located,  and,  if  it  be  an   Evangelical  Lutheran  church,  or  a 


New  York.  577 

Presbyterian  church  in  connection  with  the  Presbyterian  church 
in  the  United  States  of  America,  the  fact  that  a  meetings  of 
such  church  duly  called  decided  that  it  be  incorporated  under 
this  article.  If  it  be  signed  by  the  deacons  of  a  Reformed 
Presbyterian  church,  it  shall  state  that  they  were  authorized  so 
to  do  by  such  church.  If  it  be  the  certificate  of  a  Presbyterian 
church  in  connection  with  the  Presbyterian  church  in  the 
United  States  of  America,  it  shall  recite  that  the  officers  sign- 
ing such  certificate  were  determined  upon  by  the  meeting  for 
incorporation  to  be  the  trustees  of  such  corporation.  On  filing 
such  certificate  such  church  shall  be  a  corporation  by  the  name 
stated  therein,  and  the  minister  or  ministers,  if  any,  and  the 
elders  and  deacons  of  such  church  shall,  by  virtue  of  their 
offices  be  the  trustees  of  such  corporation,  except  that  if  it  be  a 
Reformed  Presbyterian  church,  the  certificate  of  incorporation 
of  which  shall  have  been,  in  pursuance  of  law,  signed  by  its 
deacons  only,  the  deacons  of  such  church  shall,  by  virtue  of 
their  offices,  be  the  trustees  of  such  corporation ;  and  except 
that  if  it  be  a  Presbyterian  church  in  connection  with  the  Pres- 
byterian church  in  the  United  States  of  America,  the  officers 
determined  upon  by  the  meeting  for  incorporation  shall,  by 
virtue  of  their  offices,  be  the  trustees  of  such  corporation. 

116.  Evangelical  Lutheran  and  Presbyterian 
churches,  changing  system  of  electing  trustees.— 4-  Sec- 
tion sixty-six  of  such  law  is  hereby  amended  to  read  as  follows : 

66.  If  the  trustees  of  an  incorporated  Evangelical  Lutheran 
church,  or  an  incorporated  Presbyterian  church  in  connection 
with  the  Presbyterian  church  in  the  United  States  of  America, 
shall  at  any  time  be  elective  in  pursuance  of  the  next  article  of 
this  chapter,  the  church  may,  at  an  annual  corporate  meeting, 
if  notice  thereof  be  given  with  the  notice  of  such  meeting, 
determine,  if  an  Evangelical  Lutheran  church,  that  the  minis- 
ter or  ministers  and  elders  and  deacons  thereof,  or  if  a  Presby- 
terian church  in  connection  with  the  Presbyterian  church  in  the 
United  States  of  America,  that  the  deacons  thereof,  or  the 
pastor  and  the  elders  and  the  deacons  thereof,  or  the  pastor  and 
the  elders  thereof,  shall  thereafter  constitute  the  trustees 
thereof,  and  thereon  the  trustees  of  such  church  shall  sign, 
acknowledge  and  cause  to  be  filed  and  recorded,  a  certificate 
stating  the  fact  of  such  determination,  and  if  an  Evangelical 
Lutheran  church,  the  names  of  the  minister  or  ministers,  if  any, 
and  of  the  elders  and  deacons  of  such  church,  or  if  a  Presby- 


578  Religious  Corporations. 

terian  church  in  connection  with  the  Presbyterian  church  in  the 
United  States  of  America,  the  names  of  the  officers  determined 
upon  to  be  the  ex-officio  trustees  thereof;  and  thereon  the  terms 
of  office  of  such  elective  trustees  shall  cease,  and  the  minister 
or  ministers,  and  the  elders  and  deacons  of  such  church,  if  an 
Evangelical  Lutheran  church,  or  the  officers  determined,  upon 
by  such  corporate  meeting,  if  a  Presbyterian  church  in  connec- 
tion with  the  Presbyterian  church  in  the  United  States  of 
America,  and  their  successors  in  office  shall,  by  virtue  of  their 
respective  offices,  be  the  trustees  of  such  church.  If.  at  any 
time,  the  officers  of  an  incorporated  Evangelical  Lutheran 
church,  or  an  incorporated  Presbyterian  church  in  connection 
with  the  Presbyterian  church  in  the  United  States  of  America, 
which  officers  by  virtue  of  their  offices  constitute  the  trustees 
thereof,  shall  determine  to  submit  to  a  meeting  of  such  church 
corporation,  the  question  whether  the  trustees  of  such  church 
shall  be  thereafter  elective  in  pursuance  of  the  next  article  of 
this  chapter,  they  shall  cause  a  corporate  meeting  of  such  church 
to  be  called  and  held  in  the  manner  provided  in  sections  eighty- 
four  and  eighty-five*  of  this  chapter,  and  such  corporate  meet- 
ing shall  determine,  whether  the  trustees  of  such  church  shall 
thereafter  be  elective  in  pursuance  of  the  next  article  of  this 
chapter,  and  also  whether  the  number  of  such  trustees  shall  be 
three,  six  or  nine,  and  the  date  of  the  annual  corporate  meeting 
of  the  church.  If  such  meeting  shall  determine  that  such 
trustees  shall  thereafter  be  elective,  the  presiding  officer  thereof 
and  at  least  two  other  persons  present  and  voting  thereat,  shall 
sign,  acknowledge  and  cause  to  be  filed  and  recorded  in  the 
office  of  the  clerk  of  the  county  in  which  the  certificate  of  in- 
corporation of  such  church  is  filed,  a  certificate  of  such  deter- 
mination of  such  meeting;  and  thereafter  the  trustees  of  such 
church  shall  be  elective  in  pursuance  of  the  next  article  of  this 
chapter.  At  the  next  annual  corporate  meeting  after  the  filing 
of  such  certificate,  one-third  of  the  number  of  trustees  so  deter- 
mined on  shall  be  elected  to  hold  office  for  one  year,  one-third 
for  two  years,  and  one-third  for  three  years,  and  the  officers  of 
such  church  who  by  virtue  of  their  offices  have  been  trustees  of 
such  church,  shall  then  cease  to  be  such  trustees,  and  thereafter 
article  five  of  this  chapter  shall  apply  to  such  church.  At  each 
subsequent  annual  corporate  meeting  of  such  church,  one-third 
of  the  number  of  trustees  so  determined  on  shall  be  elected  to 
hold  office  for  three  years. 

*  See  pp.  353-354- 


New  York.  579 

Amendment  Art.   V. 

117.  Application  of  this  article. — 4.  Section  eighty*  of 
such  law  is  hereby  amended  to  read  as  follows : 

80.  This  article  is  not  applicable  to  a  Protestant  Episcopal 
church,  a  Roman  Catholic  church,  or  to  a  Christian  Orthodox 
Catholic  church  of  the  Eastern  Confession.  No  provision  of 
this  article  is  applicable  to  a  Reformed  church  in  America,  a 
true  Reformed  Dutch  church  in  the  United  States  of  America,  a 
Presbyterian  church  in  connection  with  the  Presbyterian  church 
in  the  United  States  of  America,  a  Reformed  Presbyterian 
church  or  to  an  Evangelical  Lutheran  church,  incorporated 
after  October  first,  eighteen  hundred  and  ninety  five,  except  as 
declared  to  be  so  applicable  by  the  next  preceding  article  of 
this  chapter;  this  article  is  applicable  to  such  a  church  incor- 
porated before  October  first,  eighteen  hundred  and  ninety-five, 
if  the  trustees  thereof  were  then  elective  as  such,  and  so  long 
as  they  continue  to  be  elective  as  such.  The  next  preceding 
article  of  this  chapter  is  applicable  to  such  a  church  incorporated 
before  October  first,  eighteen  hundred  and  ninety-five,  if  its 
trustees  were  not  then  elective  as  such  and  so  long  as  its  trustees 
continue  not  to  be  elective  as  such.  This  article  is  applicable 
to  churches  of  all  other  denominations. 

118.  Time  when  in  force. — 5.  This  act  shall  take  effect 
immediately. 

♦Seep.  351. 


INDEX. 


Abandoned  church.     See  Church. 

Agreements.     See  Incorporation. 

Alabama,  syllabus  of  laws     .      xxiii 

Constitution lo 

Text  of  laws i 

Taxation 555 

Alaska,  syllabus  of  laws  .  .  .  xxiii 
Text  of  laws 4 

American     Unitarian    Associa- 
tion, Mass 180 

Arbitration,  Maryland ,     .     .     .153 

Arizona,  syllabus  of  laws  .  .  .xxiii 
Text  of  revised  statutes  .  .  5 
Taxation 555 

Arkansas,  syllabus  of  laws    .      xxiv 

Constitution 10 

Text  of  statutes  ....  10 
Taxation 556 

Articles.     See  Incorporation. 

Assessments,  Connecticut      .     .     39 

Maine 135 

Massachusetts  .  .  .  164,  179 
New  Hampshire  ....  288 
Vermont       508 

Baptist  Churches,  Michigan,  209,  210 

New  Jersey 323 

New  York 372 

Bequests,  gifts,  grants,  etc.,  Del- 
aware     46,  47 

Iowa no,  III 

Kentucky 121 

Louisiana 130 

Massachusetts 178 

Michigan      ....     204,  207 

Mississippi 235 

Montana 265 

New  York  .  362,  366,  369,  375 
Pennsylvania    .     ,     .     454,  456 

Rhode  Island 468 

South  Carolina      .     . 


471 


Texas 492 

Virginia 512 

West  Virginia 527 

Wisconsin 545 

Bishops.     See  Corporation  sole. 

By-laws,  Arizona 6 

California 16,  23 

Colorado 27 

Connecticut 35 

Delaware 49 

Florida 62 

Georgia 68 

Idaho 77.  82 

Illinois 88 

Indiana 94,  96 

Iowa 105 

Kansas 115 

Kentucky 124 

Louisiana 129 

Maine 142 

Maryland 150 

Massachusetts  .  169,  177,  179 
Michigan       .     .      191,  198,  205 

Minnesota 222 

Mississippi 237 

Missouri 248 

Montana 257,  258 

Nebraska 270 

Nevada 279,  280 

New  Hampshire    .     .     .     .285 

New  Jersey 296 

New  Mexico 329 

New  York 336 

North  Carolina  ....  376 
North  Dakota   .     .     .     388,  394 

Ohio 405,  406 

Oklahoma    .     .     .     .     421,  429 

Oregon 432 

Pennsylvania 445 

Rhode  Island 467 


(581) 


582 


Religious  Corporations. 


South  Carolina 473 

South  Dakota 476 

Tennessee 481 

Texas 491 

Utah 498 

Vermont 506 

Virginia 514 

Washington 519 

Wisconsin    ....     540,  541 
Wyoming     .     .       548,  549,  551 

Cahfornia,  syllabus  of  laws   .      xxiv 

Constitution 13 

Text  of  codes  and  statutes  .     14 
Taxation 556 

Camp  meetings,  Illinois    ...     90 
Minnesota 234 

Cemeteries,  New  York      .     .     .  344 

Ohio 406 

Pennsylvania 464 

Certificates.     See  Incorporation. 

Charters,  alteration xiii 

Amendments xiii 

Are  contracts xii 

Legislative  power  over  .     .   xiii 
Limitations  upon  ....    xiii 

Repeal xiii 

Special xiii 

See  also  Ijicorporation. 

Christian  Church,  New  York      .  372 

Christian      Reformed     Church, 

New  Jersey 324 

See  also  Holland. 

Church  of  Christ,  Michigan  .     .  209 
See  also  Christian. 

Church,  abandoned.     Ohio  .     .415 

Wisconsin 542 

Wyoming 553 

Cannot  change  denomina- 
tion    xvi 

Constituent  elements      .     .     ix 
Contests  settled  by  arbitra- 
tion, Maryland  .     .     .     .153 

Definition ix 

Denominational,   rights    of 

property xv 

Denominational,       when 

minority  controls  .  .  .  xvi 
Distinct  from  corporation  .  x 
Divided,  rights  of  property  xvi 


Extinct,  Arkansas .     .     .     .     12 
Massachusetts      .     .     .179 

New  York 349 

Ohio 412 

Virginia 515 

Fire  Insurance  Companies, 

Wisconsin 545 

Free,  New  York  .  .  .  .365 
Property,  judicial  decisions  xiv 
Property,  modes  of  holding  xiii 
Records,  New  Mexico  .  .  332 
Seceding  members  .  .  .  xvi 
Unincorporated,       general 

powers  and  rights  .     .     .    xiv 
See  also  Cotigregation,  Cor- 
poration,    Trustees    and 
Unincorporated. 
Church  and  State,  relations  of  .    vii 
Churches,  Union  of,  Indiana      .     94 

Michigan 189 

Minnesota 226 

New  Jersey 308 

New  York     .     .      347,  357,  372 

Ohio 408 

Pennsylvania 451 

Civil  courts,  property  decisions   xiv 
Civil  magistrates  should  protect 

the  church ix 

Clergymen,    confraternities    of. 

New  Jersey 322 

See  also  Corporation  sole. 
Colorado,  syllabus  of  laws    .     .  xxv 

Constitution 26 

Text  of  Statutes     ....     26 

Taxation 556 

Congregation,      self-governing, 

rights  of  property  .     .     .     xv 
See  also  Church. 
Congregational  churches,  Mich- 
igan       209 

New  York 372 

Wisconsin 545 

Connecticut,  syllabus  of  laws    .  xxv 

Constitution 34 

Text  of  general  statutes      .     34 

Taxation 556 

Pews 40 

Taxes 39 

Conscience,  rights  of   ...     .  viii 


Index. 


58: 


Consolidation.      See    Churches, 
Union  of. 

Constitution,    Federal,    amend- 
ments. Art.  I      .     .     .     .     vii 

Contents,  general vi 

Corporation,  personnel  of      .     .       x 

Creation  of xii 

Definition xi 

Kinds xi 

Life  of xiii 

Method  of  organization.     .     xii 

Name xii 

Private,  definition       .     .     .     xi 

Purpose xii 

Religious xii 

See  also   Charters,   Church 
and  two  next  sections. 

Corporation,  church  as  constitu- 
ting the,  Alabama  ...       i 

Arizona 7 

Arkansas 11 

California 21 

Colorado 26 

Connecticut 35.  41 

Delaware 50 

District  of  Columbia  ...     58 

Florida 62 

Georgia 67 

Idaho 76,  84 

Illinois 87 

Indiana 93 

Iowa 107,  109 

Kansas     . 112 

Kentucky 123 

Louisiana 128 

Maine 134 

Maryland 148 

Massachusetts  .      159,  163,  172, 

174.  177 

Michigan 200 

Minnesota     .     .     217,  219,  220 

Missouri 243 

Montana 253,  263 

Nebraska  ....  270,  277 
New  Hampshire    ....  283 

New  Mexico 329 

New  York  .  343,  353,  361,  373 
North  Dakota  .  .  .  386,  395 
Ohio 401 


Oklahoma 428 

Pennsylvania 438 

Rhode  Island 465 

South  Carolina      ....  473 

South  Dakota 476 

Tennessee 481 

Texas 493 

Utah 497,  501 

Vermont 506 

Washington 521 

Wisconsin 540 

Wyoming 547 

Corporation,  trustees  as  consti- 
tuting the,  Alaska  ...       5 

Arkansas 12 

Delaware 45 

District  of  Columbia  ...     57 

Georgia 71 

Indiana 99,  102 

Indian  Territory    ....       5 

Iowa 107 

Kentucky 121 

Maryland 153 

Massachusetts  .  167,  168,  176 
Michigan  .  182,  194,  195,  203 
Minnesota    .     .     .     .     211,  216 

Mississippi 239 

Nebraska      ....     270,  277 

Nevada 280 

New  Hampshire    .     .     283,  289 

New  Jersey 302 

New  Mexico 326 

North  Carolina       ....  382 

Oregon 432,  434 

Tennessee 484 

U.  S.  Territories    ....       5 

Virginia 513 

West  Virginia 527 

Corporation  sole xiv 

Delaware 47 

New  Jersey 297 

Oregon 433 

Michigan 187 

Pennsylvania 454 

Courts.     See   Civil  Courts  and 

Judicatories. 
Cumulative  voting,  California    .     13 

North  Dakota 384 

Pennsylvania    .     .     .     437, 447 


S84 


Religious  Corporations. 


South  Dakota 475 

Deacons,  as  corporation,  Indiana  104 

Maine 136 

Massachusetts 167 

Michigan 195 

Minnesota 217 

Mississippi 239 

New  Hampshire  ....  289 
New  York  ....  576,  577 
See  Trustees. 

Delaware,  syllabus  of  laws    .      xxvi 

Constitution 45 

Text  of  revised  statutes  .  45 
Corporation  sole  ....  47 
Taxation 557 

Denominational  churches  :    di- 
vision of, 

Kentucky 122 

Virginia 513 

Wyoming 552 

Division  of  time,  Maine  .  140 
Rights  of  property  .  .  .  xv 
Transfer  of  property  .     .     .    xv 

Denominational  churches.  In- 
corporation of  judicato- 
ries, California    ....     24 

Colorado 29,  33 

Georgia 66 

Indiana 96 

Michigan 201 

Nebraska 267 

New  Jersey 321 

New  York 349 

Ohio 410 

Denominational     corporations, 

Wisconsin 538 

Wyoming 549 

Dissolution,  Arizona     ....       7 

Arkansas 12 

Connecticut 35>  42 

Delaware 52 

District  of  Columbia       .     .     59 

Florida 64 

Georgia 68 

Idaho 86 

Illinois  (note) 87 

Indiana 92,  103 

Iowa 107 

Kansas 118 


Kentucky 122 

Louisiana 127 

Maine 142 

Maryland     ,     .     .     .     151,  155 

Massachusetts 170 

Michigan 200 

Minnesota 232 

Mississippi 238 

Missouri 244,  249 

Montana.     ....     252,262 
Nebraska      ....     272,  274 

Nevada  (note) 279 

New  Hampshire    .     .     284,  287- 

New  Jersey 298 

New  Mexico 327 

New  York 367 

North  Carolina      ....  380 

North  Dakota 392 

Oklahoma 425 

Pennsylvania 451 

Rhode  Island 469 

South  Dakota  .     .     .     475,  392 

Tennessee 483 

Texas 492 

Utah 499 

Vermont 509 

Washington 519 

Wisconsin     .     .       533,  538,  543 

District   of  Columbia,    syllabus 

of  laws xxvii 

Text  of  revised  statutes       .     56 
Taxation 557 

Ecclesiastical  courts,  decisions 
final  in  ecclesiastical 
matters xvi 

Elders,  may  be  trustees,  Michi- 
gan   195 

Minnesota 217 

New  York     ....     576,  577 

Episcopal  churches,  Minnesota.  234 
See  also  Protestant  Episco- 
pal, Methodist  Episcopal, 
and  Roman  Catholic. 

Escheated  property,  Delaware  .  148 

Evangelical   Association  of 

North  America,  Minnesota.  234 

Evangelical  Lutheran  churches, 

New  Jersey 324 

New  York     ....     372,  575 


Index. 


5S5 


Extinct  churches.    See  Church. 
Fire  insurance,  churches,  Wis- 
consin   545 

Florida,  syllabus  of  laws  .     .    xxviii 

Constitution 61 

Text  of  revised  statutes  .     .     61 

Taxation 558 

Free  churches,  New  York     .     .  365 

Friends,  Maine 144 

Massachusetts 180 

New  Hampshire    ....  294 

New  Jersey 324 

New  York 372 

Georgia,  syllabus  of  laws      .    xxviii 

Constitution 65 

Text  of  statutes     ....     65 

Taxation 559 

German     Reformed     churches, 

New  Jersey 324 

Gifts.     See  Bequests. 

Grants.     See  Bequests. 

Greek    Catholic   Church,    New 

York 372 

Hearers,  register  of,  Minnesota.  214 
Holland     Christian     Reformed 

Church,  Michigan  .     .     .  209 
See  also  Christian  Reformed. 
Idaho,  syllabus  of  laws     .     .      xxix 

Constitution 75 

Text  of  revised  statutes  .     .     75 

Taxation 559 

Illinois,  syllabus  of  laws    .     .     .  xxx 

Constitution 87 

Text  of  revised  statutes  .     .     87 
Corporation  sole    ....     91 

Taxation 559 

Incorporation, -articles,  charters, 

certificates,  etc.,  Alabama       i 

Arizona 6,  8 

Arkansas 10 

California     .     .     .     .  15,  21,  24 

Colorado 26 

Connecticut       .     .     .     .    35,  41 

Delav/are 45 

District  of  Columbia  ...     56 

Florida 62 

Georgia 66 

Idaho 76,  84 


Illinois 87 

Indiana     92,  93,  94,  97,  99,  102 

Iowa 106,  109 

Kansas 113,  119 

Kentucky 123 

Louisiana 128 

Maine 133,  143 

Maryland 147,  153 

Massachusetts  163,  172,  174,  177 

Michigan  183,  190,  191,  194,  195, 

200,  202,    203,  207,  208 

Minnesota   211,    217,   220,  229, 

230 

Mississippi 236 

Missouri  .  .  .  .  241,  246 
Montana  .  ,  .  255,  256,  264 
Nebraska   .      268,  269,  274,  276 

Nevada 279 

New  Hampshire  ....  283 
New  Jersey  .  .  303,308,318 
New  Mexico  .  .  ,  325,  329 
New  York   334,  343,  353,  360. 

365,  373.  374 
North  Carolina  ....  378 
North  Dakota  .  386,  393,  395 
Ohio  .  401,409,411,413,418 
Oklahoma     .     .      419,  425, 429 

Oregon 432,  434 

Pennsylvania     .     .     .    439,  442 

Rhode  Island 465 

South  Carolina 473 

South  Dakota  .  .  .  386,  476 
Tennessee     .     .      479,  481,  484 

Texas 487 

Utah 497,  501 

Vermont 506 

Washington  518,  521,  522,  524 
Wisconsin     .     .      535,  540,  543 

Wyoming 550 

Indian  Territory 91 

Indiana,  syllabus  of  laws  .     .     .  xxx 

Constitution 92 

Text  of  statutes      ....     92 

Taxation 559 

Introduction vii 

Iowa,  syllabus  of  laws  .     .     .      xxxi 
Text  of  statutes      ....  105 

Taxation 560 

Jews,  New  Jersey 324 


586 


Religious  Corporations. 


Judicatories.      See    Presbyteries 
and  Synods. 

Judicial  decisions xiv 

Kansas,  syllabus  of  laws  .     .     xxxii 

Constitution '112 

Text  of  statutes  .  .  .  .112 
Taxation 560 

Kentucky,  syllabus  of  laws  .      xxxii 

Constitution 120 

Text  of  statutes 121 

Schism  or  division  .  .  .  122 
Taxation 561 

Lay  members,  Delaware  ...    45 

Michigan 182 

Pennsylvania 455 

Limit  on  property,  etc.,  Alabama       i 

Alaska      4 

Arizona 5 

Arkansas 12 

California 13,  21 

Colorado 31 

Connecticut 35i  42 

Delaware 46 

District  of  Columbia.     .    56,  58 

Florida 62 

Georgia 68 

.    Idaho 82,  85 

Illinois 89,  90 

Indiana    .     .     .       100,  103,  104 

Kansas 114 

Kentucky  .  .  .  .  120,  121 
Louisiana     .     .     .     .     125,  130 

Maine 134,  137 

Maryland  ....  145,  152 
Massachusetts  164,  168,  175,  178 
Michigan  181,  183,  193,  201,  203 
Minnesota    ....     212,  225 

Mississippi 238 

Missouri 240 

Montana 261,  262 

Nebraska 274 

Nevada 281 

New  Hampshire  .  .  286,  290 
New  Jersey  .  296,  303,  316,  317, 
318,  322,  362,  366 
New  Mexico  .  .  .  326,  329 
New  York  .  336,  337,  345,  361, 
362,  365,  368 
North  Carohna  .      377,  380,  382 


North  Dakota   .      38 5,  387,  394 

Ohio 404 

Oklahoma  .  ,  418,  420,  428 
Oregon  .  .  432,  433,  434,  436 
Pennsylvania  437,  438,  439,  440, 
443,  456, 457, 459, 460,461 ,  462 
Rhode  Island  ,  .  .  466,  468 
South  Carolina      .     .     472, 474 

South  Dakota 475 

Tennessee    .     .     .     .     481,  484 

Texas 490 

Utah 501 

Vermont 507 

Virginia 514 

Washington.     .     .     .     519,  523 

West  Virginia 528 

Wisconsin  .  531,  534,  538,  541 
Wyoming 548 

Louisiana,  syllabus  of  laws    .    xxxiii 

Constitution 125 

Text  of  civil  code .  .  .  .125 
Text  of  revised  laws  .  .  .128 
Taxation 561 

Maine,  syllabus  of  laws    .     .    xxxiii 

Constitution 133 

Text  of  revised  statutes  .  .  133 
Taxation 561 

Married  women,  Pennsylvania  .  450 
Texas 487 

Maryland,  syllabus  of  laws   .     xxxv 

Constitution 145 

Text  of  statutes 146 

Arbitration 153 

Minister  a  member  of  cor- 
poration      152 

New  corporation,  by  with- 
drawing members  .     .     .154 
Taxation  .     .     .  '  .     .     .     .  562 

Massachusetts,  syllabus  of  laws  xxxvi 

Constitution 158 

Text  of  statutes     .     .     .     .158 
Assessments      .     .     .     164,  179 
Ministers  members  of  cor- 
poration     167 

Taxation 562 

Meeting  houses,  Connecticut     .     38 

Maine 135,  138 

Massachusetts 163 

New  Hampshire    ....  290 


Index. 


587 


Vermont 507 

Methodist  Epis.  Church,  Conn.     44 

Massachusetts 180 

Michigan 209,210 

Minnesota 234 

New  York 372 

Vermont 511 

Wisconsin 545 

Methodist     Episcopal     Church 

South,  Florida   ....     64 

Michigan,  syllabus  of  laws      xxxviii 

Constitution 181 

Text  of  general  statutes  .     .  181 
Minister,  may  be  president 

of  corporation    .     .     .     .182 
Taxation 562 

Minister,  president  of  corpora- 
tion, Michigan    .     .     .     .182 
Salary  of,  Minnesota.     .     .  214 

New  York 356 

Member     of     corporation, 

Maryland  .  .  .  .152 
Massachusetts  .  .  .  167 
New  Hampshire  .  .  289 
New  York  .     .     .     576,  577 

Minnesota,  syllabus  of  laws  .     ,      xl 

Constitution 211 

Text  of  statutes      .     .     .     .211 
Taxation 563 

Mission  churches.  New  York     .  350 

Missionary  societies.  District  of 

Columbia 58 

New  York 360 

Wisconsin 545 

Missionary  stations,  Alaska  .     .       4 

Oregon 436 

Washington.     .  '.     .     .     ,  525 

Mississippi,  syllabus  of  laws  .     .    xli 

Constitution 235 

Text  of  general  statutes .     .  236 
Taxation 563 

Missouri,  syllabus  of  laws.     .     .  xlii 

Constitution 240 

Text  of  revised  statutes  .     .  240 
Taxation 563 

Montana,  syllabus  of  laws     .     .  xliii 

Constitution 252 

Text  of  codes  and  statutes  .  252 
Taxation 564 


Mormon  Church,  Utah      .     .     .  502 
Mortgage,  power  to,  Alabama   .       2 

Arizona 8 

Arkansas 11,12 

California 22 

Colorado 30 

Connecticut 42 

Delaware 49 

District  of  Columbia  ...     57 

Florida 61 

Georgia 68 

Idaho 85 

Illinois 89 

Indiana 93 

Iowa 105,  106 

Kansas 114 

Kentucky 123 

Louisiana 129 

Maine 141,  143 

Maryland      ....     149,  152 

Massachusetts 169 

Michigan  .  .  .  .  184,  194 
Minnesota  2 1 5,  218,221,  224,  225 

Mississippi 237 

Missouri 242 

Montana 265 

Nebraska      .     .     .     .     271,  276 

Nevada 280 

New  Hampshire  ....  286 
New  Jersey  .'  .  296,313,321 
New  Mexico  .  .  .  326,  330 
New  York  ....  346,  366 
North  Carolina      .     .     379,  382 

North  Dakota 394 

Ohio 414 

Oklahoma     .     .     .     .     .     .  428 

Oregon 432 

Pennsylvania 463 

Rhode  Island 467 

South  Carolina  .  .  472,  474 
South  Dakota    .     .     .     394,  475 

Tennessee 480 

Texas 489 

United  States,  laws  for  Ter- 
ritories   4 

Utah 502 

Vermont 507 

Virginia ".     .515 

Washington      .     .     .     519,  523 


588 


Religious  Corporations. 


West  Virginia 529 

Wisconsin     .     .      532,  538,  541 
Wyoming 550 

Mortmain.     See  Bequests. 

Nebraska,  syllabus  of  laws    ,     .  xliv 

Constitution 267 

Text  of  compiled  statutes    .  267 
Taxation 564 

Nevada,  syllabus  of  laws  .     .     .  xlv 

Constitution 279 

Text  of  general  statutes  .     .  279 
Taxation 564 

New  England,  parish  system  .  x 
Religious  societies.     ...       x 

New    Hampshire,    syllabus    of 

laws xlv 

Constitution 282 

Text  of  public  statutes    .     .  283 
Meeting  houses      ....  290 

Pews 293 

Taxation 565 

New  Jersey,  syllabus  of  laws.     .  xlvi 

Constitution 295 

Text  of  general  statutes.     .  295 

Taxation 565 

Union  of  churches     .     .     .  308 

New  Mexico,  syllabus  of  laws  .  xlix 
Text  of  compiled  laws  .  .  325 
Taxation 566 

New  York,  syllabus  of  laws,  xlix,  Ixvi 

Constitution 333 

Text  of  statutes 333 

Taxation 566 

North      Carolina,    syllabus     of 

laws lii 

Constitution 376 

Text  of  code 376 

Taxation 568 

North  Dakota,  syllabus  of  laws     liii 

Constitution 384 

Text  of  compiled  laws   .     .  384 
Taxation 568 

Ohio,  syllabus  of  laws  ,     .     .     .    liv 

Constitution 400 

Text  of  revised  statutes  .     ,  400 
Taxation 568 

Oklahoma,  syllabus  of  laws  .     .     Iv 

Text  of  statutes 417 

Taxation 5^9 


Oregon,  syllabus  of  laws  .     .     .    Ivi 

Constitution 431 

Text  of  laws 431 

Taxation 569 

Pennsylvania,  syllabus  of  laws  .  Ivii 

Constitution 437 

Text  of  statutes     ....  438 

Taxation 570 

Person,  definition,  New  York    .  370 
Personal   property,  description,  Ivii 

New  York 370 

Pews,  Connecticut 40 

Maine 135,  138 

Massachusetts  .  .  .  162,  165 
New  Hampshire  ....  293 
New  York     ......  366 

Vermont 508 

Wisconsin 544 

Preface iii 

Presbyteries,   incorporation    of, 

California 23 

Colorado 29,  33 

Indiana 96 

Michigan      ....     192,  193 

Minnesota 222 

Montana 264 

New  Jersey  .  .  .  .  317,  320 
North  Carolina      ....  382 

Ohio 410 

Oregon 433 

Wisconsin 543 

Presbyterian  Church,  U.  S.  A., 
action  on  religious  free- 
dom       ix 

Presbyterian  churches,  Mich- 
igan  195 

New  Jersey  ....     312,324 
New  York     ....     575,  577 
Trustees  and  session,  rela- 
tions of xvii 

See,  also,  Deacons,  Elders, 
Presbyteries,  Synods  and 
Trustees. 
Private  corporations     .     .     .     .     xi 
Property,  methods  of  holding     .  xiii 
Judicial  decisions    ....  xiv 
Protestant    Episcopal     Church, 

Connecticut 44 

Delaware 54 


Index. 


589 


District  of  Columbia  .     .     .     60 

Florida 64 

Illinois 91 

Indiana 104 

Maine 144 

Maryland 157 

Massachusetts 180 

Michigan 209 

Minnesota 234 

Nevada 281 

New  Jersey  .     .  ...  324 

New  York 372 

Oregon 436 

Vermont  .     .     .     .     .     .     .511 

Wisconsin 545 

Proxies,  New  York 338 

Pennsylvania 448 

Publishing  corporations,  Mich- 
igan   202 

New  York 360 

Ohio 413 

Quakers.     See  Friends. 

Reformed  Dutch  Church,  Mich- 
igan  209 

New  Jersey 324 

New  York     .     .     .  372,  576,  577 

Reformed     Episcopal    Church, 

Massachusetts         .     .     .180 

Reformed  Presbyterian  Church, 

New  York      .     .  372,  576,  577 

Religious    corporations,   defini- 
tion ........     xii 

Religious  knowledge   societies. 

New  York 360 

Rhode  Island,  syllabus  of  laws,    lix 

Constitution 465 

Text  of  general  laws  .     .     .  465 
Taxation 570 

Roman  Catholic  Church,  Con- 
necticut      44 

Delaware 54 

District  of  Columbia ...     60 

Illinois 91 

Massachusetts 180 

Michigan 209 

New  Jersey 324 

New  York 372 

Wisconsin 545 

Seal,  definition 371 


Session,     controls    trustees    of 

Presbyterian  churches      .  xvii 

Shakers,  Connecticut  ....     44 

Florida 64 

New  York 372 

Societies,  ecclesiastical,  Con- 
necticut      36 

South  Carolina,  syllabus  of  laws    lix 

Constitution 471 

Text  of  revised  statutes  .     .  472 
Taxation 571 

South  Dakota,  syllabus  of  laws.     Ix 

Constitution 475 

Text  of  compiled  laws  .     .  476 
Taxation 571 

Specific  trusts xiv 

Spiritual  officers,  cannot  be  con- 
trolled by  trustees,  Kan- 
sas    119 

Texas 493 

See  also  xvii. 

Sunday-schools,  Michigan     .     .  200 

New  Jersey 324 

New  York 350 

Sunday-school  Assemblies,  Min- 
nesota   234 

Swedish    Lutheran    Evangelical 

Church,  Connecticut  .     .     44 

Synods,  incorporation  of,  Cali- 
fornia     23 

Colorado 29,  33 

Indiana 96 

Michigan 192 

Minnesota 222 

Montana 264 

New  Jersey  ....     317,  319 
North  Carohna       ....  382 

Ohio 410 

Oregon 433 

Wisconsin 543 

Taxation,  exemptions,  etc.,  Ala- 
bama     555 

Arizona 555 

Arkansas 556 

California 556 

Colorado 556 

Connecticut 556 

Delaware 557 

District  of  Columbia  .     .     .  557 


59° 


Religious  Corporations. 


Florida 558 

Georgia 559 

Idaho 559 

Illinois 559 

Indiana 559 

Iowa 560 

Kansas 560 

Kentucky 561 

Louisiana 561 

Maine 561 

Maryland 562 

Massachusetts 562 

Michigan 562 

Minnesota 563 

Mississippi 563 

Missouri 563 

Montana 564 

Nebraska 564 

Nevada 564 

New  Hampshire    ....  565 

New  Jersey 565 

New  Mexico 566 

New  York 566 

North  Carolina      ....  568 

North  Dakota 568 

Ohio 568 

Oklahoma 569 

Oregon 569 

Pennsylvania 570 

Rhode  Island 570 

South  Carolina      .     .     .     .571 

South  Dakota 571 

Tennessee 571 

Texas 572 

Utah 572 

Vermont 572 

Virginia 572 

Washington 573 

West  Virginia 573 

Wisconsin 573 

Wyoming 574 

Taxes.     See  Assessments. 

Tennessee,  syllabus  of  laws  .     .     Ix 

Constitution 478 

Text  of  code 478 

Taxation 571 

Territories,  Federal  laws  affect- 
ing    5 

Tests,  religious,  not  permitted   .   viii 


Texas,  syllabus  of  laws    .     .     .      Ix 

Constitution 486 

Text  of  statutes     ....  487 

Taxation 572 

Trustees,  chosen  according  to 
church  or  denominational 
rules,  Arizona     ....       7 

Arkansas 12 

California 21,  23 

Colorado 26,  29,  33 

Connecticut 43 

District  of  Columbia  ...     56 

Georgia 70 

Idaho 84 

IlUnois 87 

Indiana 9^,  99 

Iowa no 

Maryland 152 

Massachusetts 167 

Michigan  191,  192,  195,  201,  204 
Minnesota    .     .     .     .     216,  222 

Mississippi 239 

Missouri 246 

Montana 264 

Nebraska 269 

Nevada 279 

New  Hampshire  ....  289 
New  Jersey  .  .  .  .  317.319 
New  York  .  343,  373,  576,  577 
North  Carolina      ....  382 

North  Dakota 395 

Ohio 410 

Oklahoma 430 

Oregon 433,  434 

South  Dakota 476 

Tennessee 484 

Texas 493 

Utah 501 

Virginia 516 

Wisconsin    ....     538,  543 

Wyoming 549 

Trustees,  not  to   interfere  with 

spiritual  officers,  Kansas,   119 

Texas 493 

Powers  of  in  general      .     .    xvi 
And  spiritual  officers,  rela- 
tions of xvii 

Of  Presbyterian  churches, 
subject  to  session    .     .     ,  xvii 


Index. 


591 


As  the    corporation.      See 
Corporation,  Trustees. 

Trusts,  not  allowed  to  fail     .     .    xv 

Trusts,  specific xiv 

Tythingmen,  Connecticut      .     .     38 

Unincorporated   church,  defini- 
tion   343 

Rights  of  property     .     ,     .   xiv 

Louisiana 127 

Massachusetts 168 

Minnesota 227 

New  Hampshire  ....  288 
New  York  ....  357,  576 
North  Carolina      ....  383 

Oklahoma 429 

Pennsylvania 459 

South  Carolina 474 

Wyoming 554 

Union  churches,  New  York  .     .  372 
See  also  Churches,  Union  of. 

United  Brethren  in  Christ,  New 

York 372 

U.   S.   Congress,   laws   for  the 

Territories 5 

Missionary  stations    ...       4 

U.  S.  Supreme  Court,  decision 

on  religious  freedom  .     .   viii 
Decision  as  to  trustees  and 
session xvii 

Utah,  syllabus  of  laws      .     .     .     Ixi 

Constitution 495 

Text  of  compiled  laws  .  .  497 
Taxation 572 

Vermont,  syllabus  of  laws     .     .   Ixii 

Constitution 503 

Text  of  revised  laws  .  .  .  504 
Pews 508 


Rents  of  town  lands  .  .  .  505 
Taxation 572 

Virginia,  syllabus  of  laws      .     .  Ixiii 

Constitution 512 

Text  of  code 512 

Divided  congregation  .  .513 
No  charters  for  churches  .  512 
Taxation 572 

Voting,  cumulative.    See  Cumu- 
laiive. 

Washington,  syllabus  of  laws    .  Ixiii 

Constitution 517 

Text  of  general  statutes  .  518 
Taxation 573 

West  Virginia,  syllabus  of  laws  Ixiv 

Constitution 526 

Text  of  code 527 

,    No  charters  for  churches     .  526 
Taxation 573 

Wills.     See  Wisconsin. 

Wisconsin,  syllabus  of  laws  .  .  Ixiv 
Constitution  .....*.  530 
Text  of  annotated  statutes  .  531 
Corporations    to   carry   out 

wills 534 

Taxation 573 

Worship,  disturbance  of  .  .  .  574 
Freedom  of viii 

Wyoming,  syllabus  of  laws  .     .   Ixv 

Constitution 546 

Text  of  revised  statutes  .  .  547 
Taxation 574 

Young  Men's  Christian  Associ- 
ations, New  Jersey  .     .     .  324 

Michigan 209 

Minnesota 234 

Pennsylvania 464 


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